Siniath Faers, Cadu Ad
by Shadow Master
Summary: (BtVS/Fate Universe/Lord of the Rings Universe) Imagination. Throughout history it has proven capable of of many terrific and terrible things. For certain special citizens of Sunndyale though it will change their lives in ways they could never have imagined.
1. Chapter 1

"Siniath Faers, Cadu Ad" By Shadow Master

(BtVS/Fate Universe/Lord of the Rings Universe)

Disclaimer: I do not own any of the copyrighted material contained herein. They are the rightful property of their creators and/or associated companies. I make no profit from this whatsoever and I have no intention of changing this at any point in the future. I write because it's fun and because there are those who enjoy reading my work. Therefore it would be appreciated if no legal action were taken against me. I can promise you that whatever you get from me won't even cover half your lawyer's legal fees.

Note 1: I know you'll all say I'm nuts, irresponsible, easily distracted and probably a half dozen other things. You're all probably right. However the fact of the matter is that I am a slave to my muse and write based on how easily scenes/stories are conjured by my brain then typed into a word processor document. If it becomes as difficult as picking up Mount Rushmore with a pair of sugar tongs then I'll stop until the writing bug for that particular story idea bites me again. If a story pops into my head and becomes so interesting you'll think my blood's turned into concentrated caffeine with how into it I get then I'll keep on writing until I run out of steam. This is one of those.

Note 2: I want to make one thing perfectly clear to every reader right from the get go: this is a hobby for me. It is not a job/assignment/etc and therefore I am under no obligation to spend a severe amount of time researching, analyzing and doing whatever is needed in order to achieve perfection. Having fun is the primary goal for me when it comes to writing stories and anything that gets in the way of that is ignored or discarded. I realize that some or perhaps even all of the other authors in this website write with the intent of getting better and eventually making a career out of their skills but not me. Therefore anyone who is contemplating submitting a review be forewarned that negative/bashing reviews will be ignored, constructive criticism will be considered but not necessarily acted on and positive reviews will be very much appreciated.

Note 3: Most of my source material will be coming from the movies, anime shows/movies and the wiki sites available online. If any of you readers who consider yourselves experts in any one of these properties and find an error or something in need of adjusting mention it in your review along with cited sources. If it is something I can correct with less than an hour's worth of typing then I shall do my best to see it done. However if it is something that will require a significant rewrite of the story possibly taking days to sort out then I'm afraid you'll have to put up with how I've written things.

Note 4: I know that the Fate series manga and games didn't get released until long after the Halloween episode so just tweak the timeline in this story's universe so that it all came out before nineteen ninety-seven.

Well now that that's over and done with let's get to the good stuff…

 _Siniath Faers, Cadu Ad_

Anand na-a duin…

Time is a river…

A sinnarn ú- meth…

A tale without end…

Tales once recorded often remain unchanged save for the embellishments of those who later told it to others and took artistic license with the details to enhance the enjoyment of the listeners. Yet those embellishments stayed true to the seeds of truth they sprang from just the same. One would think the stories akin to rope, limited in length but, when lightly frayed, gained character, but what few considered was that one rope did not need to hang on its own. Others could be added to the one that began it all and once done both appearance as well as purpose changed in ways few could predict.

In the case of this tale the new ropes came from a world far removed for Ennor, far removed from the creations of Eru, where creation spawned a different realm.

A pattern of creation quite different forged this world and, unlike Ennor, light did not reign first over the land but rather the darkest of evils. For untold eons it held sway even as the mortal races struggled to hold on amidst the foul appetites of those whose power towered over them like ancient trees. However, just as night must pass onto day, so too did the reign of the Old Ones come to an end when beings of light chose to place their existences in harm's way to push back the darkness. Empowering those among the mortals in answer to their pleas for liberation and revenge, they declared war on the darkness taking advantage of any weakness found in their foes.

In just a few decades shy of an age the last of the Old Ones either fled for safer realms or fell to the magic set against them.

With the felling of the dark ones the mortal races did thrive, reshaping the world that they had inherited to erase the presence of their enemies while also preparing an inheritance for those that would follow. Years became decades, decades became centuries and centuries became millennia. While there were those who recorded what came before, that sought to preserve that which should not be forgotten, foul chance and bad luck plagued many a scholar. Scrolls, tablets and books were lost. Of the more plentiful remains of the Old Ones, various facts were discovered, recorded, lost and then rediscovered with sufficient repetition that the mortal races were never completely bereft of defenses.

Eventually one of the mortal races, the human race, began to rise above the others in both number as well as territory. This led, as was only natural, to differences of opinion and goals resulting in a splintering of the One Tribe into many. These differences did indeed lead to heated words but in the beginning the old stories of the horrors that'd come before and the hard battle that'd won their freedom kept blood from flowing. Instead the various groups sought to forge their own kingdom's elsewhere and respected those they left behind, honoring those who'd come before.

Within a few generations there was not a corner of the planet where the human race could not be found and with every region unique cultures did blossom.

Sadly time also had a way of reducing the horrors of the past to mere bedtime stories and warnings to the natterings of old folk. As this happened those with growing ambition looked for any means by which they could rise above their peers and feed their darker appetites. The lingering traces of the Old Ones noticed this and were quick to offer those humans what they sought… for a price. Like treacherous poison the vampires and those of mixed demonic blood trickled in between the cracks in the defenses meant to keep the mortal races safe.

Before long circumstances became so dire that the victory of old came perilously close to being in vain multiple times, only to be averted through the intervention of those who embraced the light.

In time those charged with watching over the mortal races began to worry that if something was not done to stem the tide of greed found within mortals, demonkind would once again rule over the world. Thus a meeting was convened between the light, the mortal races not human in nature and the darkness to forge an accord that all could agree to. Those of the light played upon the greed of the darkness, pointing out that if the end of the world was left to just anyone there might not be anything of value left to claim. Of the mortals the numerous failings of their brethren and the forgotten past that should have served as a warning was pointed out.

Weeks passed before a pact was hammered into place and sealed in blood.

All three parties would work to guide the human race away from the discipline of magic and towards something less likely to bring about the end of the world. As for the darkness, they would reign in their more 'chaotic' brethren while also abiding by certain rules when it came to their interactions with the mortal races. However the light was not left out of the terms; they too were forced to abide by codes of contact with the mortal races even if all could see the unfairness of some of them. Regardless, it was considered by all to be a small price to pay to keep an entire world from being torn asunder and maintaining the balance between the three parties.

Thus did magic, demons and the like become little more than stories for the human race as they were taught to favor the more tangible discipline of science. However still there existed those who remembered the truth, either through refusal to abandon it or via organizations founded by the light to keep a watchful eye on forces of darkness scuttling about the planet. For motivations too numerous to count, the balance was kept and those that threatened it dealt with by whatever method proved to be either expedient or effective.

Plans within plans interwoven so as to make it nearly impossible for just anyone to threaten the accord forged so long ago.

Unfortunately for those that remembered, 'nearly impossible' provided a great deal more room to act than one might think.

 _ **Sunnydale, California, USA**_

 _ **October 31**_ _ **st**_ _ **, 1997**_

 _ **Sunnydale High School Library**_

 _ **Xander's POV**_

"How?"

"NO!"

"Bloody Hell."

These were the words that echoed throughout the library as all but one of those present made clear their disbelief at what had been revealed to them.

And what was so hard to believe?

A simple report and the 'A+' that was written on the cover page in red ink and at the bottom was the name of Alexander L. Harris.

"Read it and weep!" he said with the biggest smile he ever recalled putting on his own face.

"Nerd girl! Check it!" Cordelia ordered with all the authority she possessed. "No way is this real. He probably printed off a new cover and wrote that A on it himself!"

A look at him showed that his best friend felt great reluctance but nevertheless she did pick up his report before flipping to the first page and beginning to read the contents. He wasn't worried, though, because he hadn't done a thing to cheat or fake the grade he'd been given by Mister Thompson, so all he did was lean back in his chair to await confirmation of his work's value. Eyes set on Willow as she finished each page and turned them to read the next, he could see her become increasingly engrossed in the words. He felt a bit of pride at that since he knew that his best friend would not fake interest in something, or at least not very well. Thus, when she finally finished reading his report and he saw the look of awe and pride, he knew he'd accomplished something wonderful.

"It's not fake. He earned the grade," she said, setting down his report on the table. "No doubt about it."

There was nothing anyone could say about that because all of them knew that if there was one thing that Willow took seriously, it was schoolwork. With this acceptance came a certain wariness and it was all directed at him.

Why? Well, it was about two weeks ago, just after the mess with Ampata, the report he'd shown them had been assigned by Mister Thompson and, like most schoolwork, he hadn't been very enthusiastic about it. Willow had naturally tried to encourage him but had made the mistake of saying so while Cordelia had been within earshot. As was always the case the head cheerleader didn't hesitate to bash his ability to learn or even write a report worthy of anything but a D minus. He, of course, had fired back, implying that he had more between his ears than the entire cheerleading squad combined. However, in what he now realized had been an attempt at humor, Buffy then in perfect deadpan had said that he had rocks in his head where the cheerleaders had nothing but air. So full of anger and defensiveness he'd been at the time, though, so when he'd heard Buffy's words he'd believed her to be serious as far as they were concerned. That'd led him to, with some hostility, implying that perhaps Buffy and the cheerleaders had something in common given what she once had been back at her previous school.

He might've added something to the effect that she must enjoy letting her boyfriends do her thinking for her, too, only a little more colorfully worded.

Willow, of course, had tried to play peacemaker, to remind them of their friendship, but then she'd made the mistake of trying to gently point out that he'd needed her help ever since the sixth grade.

At that point he'd boasted that he could get a better grade than all of them and he'd do it without any help from her. This had caused the pride of the girls to puff up a bit but it'd been Cordelia that had brought up the key thing: the bet. All of them would work on their own on the report and whoever got the highest grade would get to choose the Halloween costumes of the others and NO costume would be out of the question. This, of course, had caused a little anxiety to well up within the Scooby gang since agreeing to the bet would potentially open them up to great humiliation. Buffy had handled this by pointing out his anxiety in order to divert people from her own but this, of course, had backfired on the blonde Slayer.

A cunning tactician and strategist Buffy was NOT; more like jump in feet first and let her weapon settle things.

THAT had caused him to say that he'd take that bet but ONLY if Angel got roped into it as well with Buffy's grade, putting Deadboy's evening on the line as well. Then, as much as it sickened him, he'd dangled the bait in front of her face that if she won the bet then she'd be able to choose her costume and Angel's as well. He'd barely been able to keep his face neutral when he'd seen the light spark in her eyes at the possibilities but his bait had done the trick since she'd accepted the bet. This had led to Willow to being the odd person out but, oddly enough, a single whisper from Buffy and some weird blushing got the girl genius on board, so that'd sealed the deal.

After that they'd all gotten busy when they had the free time working on their reports and, in order to make sure they came out on top, they'd done what they could to never be in the library at the same time with their report resources. The bet hadn't been enough to get in the way of dealing with the fraternity and Reptile Boy in their basement but, as soon as the latest bit of Hellmouthness was over with, they were once again adversaries in the bet.

It'd been hard figuring out the right approach for his report; even though Mister Thompson had given them their topic the details were nonexistent. Still he'd used his previous reports he'd written with Willow as inspiration but at the same time make it completely original so that no one would be able to say his top mark was all because of Willow. Giles had provided some help in suggesting a few books and had actually looked rather proud of the effort he'd been putting into the report. It'd been then that he'd felt a little playful and offered to let the Watcher in on the bet. Of course the stuffy Brit had tried to decline, claiming that he had a night of librarian work that needed to get done, but he knew the man's Achilles heel.

He'd told the man that if the Brit won the bet he would not use anything but his real name for an entire month. No G-man or any other sort of nickname, just Rupert or Giles or Mister Giles for an entire month.

The man had agreed right on the spot.

Now they were all regretting taking his intelligence lightly.

"So what is it going to be, dweeb?" Cordelia asked with a sneer. "Arabian harem girls? Playboy bunnies?"

"All good ideas but I've got something a little more interesting in mind," he said as he got up from his chair. "I mean if I just dressed you up in something like those sure you'd all be a little embarrassed but, let's face it, you've got the bodies to make them look good. It wouldn't be a punishment for losing then."

Walking over to the library doors, he spotted the dark hair of his secret helper and, with a wide smile, he pushed open the doors to reveal Jenny Calendar.

He'd been pretty confident that he'd be able to win the bet but, when he'd thought about what he'd have the girls and then Giles dress up as, he hadn't wanted to just go to a costume shop to grab the first thing to catch his eye. Much like his acing the report, he wanted his costume choices to be planned and deliberate, with an attention to detail that would surprise. So he'd gone to the only person he could think of that could help him out: Miss Jenny Calendar. Under the guise of after school tutoring they'd bounced some ideas around, had more than a few good laughs, before finally arriving at choices that were both cool as well as fitting punishments for the losers.

The only thing better than looking embarrassing was looking embarrassing and have people attach a label to the outfit that'd stick long after you took it off.

The label? Otaku.

"Miss Calendar?" Willow asked in disbelief at the computer teacher's involvement.

"Yep. Xander asked for my help with your costumes and after I heard that English was involved, I said yes," Miss Calendar replied with a mischievous smile on her face. "And as luck would have it I knew someone who could do a rush job on costumes for the right price."

"You mean you hired some nobody to make the costumes?!" Cordelia asked incredulously. "Why not just get something at Party Town? I would've paid for them if it meant I'd be wearing quality work."

"Don't worry, Miss Chase. My friend Lexi has been making cosplay costumes for more than five years and some of her outfits have won top prize at conventions." Miss Calendar reassured as she stood next to him.

"Cosplay? Conventions?" Buffy asked, not understanding the term or what fan gatherings had to do with the costume she'd wear.

From there he'd explained to each of them who they'd be dressing up as along with the bare bones of the source material so they could comprehend the depth of the punishment he had planned for them.

For his own well-being, though, he made sure to tell Miss Calendar that they'd only be mentioning the Japanese manga and not the eroge visual novel.

Saying he got the costume ideas from a manga was safe because it was just a Japanese comic book and he knew everyone would immediately think of American comics in comparison. However if he said eroge visual novel, they'd ask for an explanation of what that was and one way or another they'd find out.

Letting them know he occasionally played what amounted to a Japanese pornographic video game would get him into the dog house REALLY quickly and take A LOT of groveling to get out of.

So keeping his lips sealed on the matter was the smart thing to do.

If Miss Calendar knew she was obviously choosing to keep the truth to herself as well but for her he could only guess at the reason. Personally he preferred to simply think of it as her not wanting to scare off the losers before they could be squeezed into costume and a picture taken.

It was safe, it was feasible and it didn't involve the woman's apparent romantic interest in Giles.

So he'd stick with that.

Yeah.

 _ **Later**_

 _ **Sunnydale High School**_

 _ **Auditorium Changing Room**_

 _ **Jenny Calendar's POV**_

 _This is going to be FUN!_ she thought as she worked to put on the white dress portion of her costume.

It wasn't one of the mentioned characters in the manga Xander had shown her but after she'd read a couple of the volumes she'd decided that the world depicted was flexible enough for her to come up with something original.

After all, if it could take King Arthur, one of the most famous kings in all of the United Kingdom, and turn him into a girl then technically she could take anyone from history and do the same. She'd contemplated a few possibilities but, when she considered that she'd be wearing it out for Halloween, she decided to go with something a little more in keeping with that. From there she'd done some quick sketches as possible people came into her mind but it wasn't until she'd taken into account her own status as a techno-pagan that inspiration hit her. From there she only had one choice that fit the bill and, since it'd be imagined in the manga style, it didn't need to be as gruesome as Hollywood usually depicted the character.

 _I wonder if English will make the connection with the dress?_ she thought as she finished putting on the white dress.

Sure, they were just beginning to step into dating territory but she'd seen enough of him that the idea of going THERE wasn't entirely beyond the realm of possibility.

With the dress on and the gloves on, all that remained was adding the accessories.

One metallic unicorn horn tiara? Check. Two metallic cylinders that when connected to a black veil could be put on like headphones? Check. One metallic collar/necklace? Check. Two high heeled knee high boots? Check.

The last item of her outfit was a bit on the big side but fortunately her friend Lexi had long since mastered the art of taking the impossibly large weapons commonly featured in Japanese manga and finding a way to make it work. The weapon was basically a mace the size of a baseball bat or golf club with none of the spikes sticking out of it. Just a large brass-looking sphere with random holes in it that looked like spikes could be inserted into them if the cosplayer wanted them.

Remembering what Lexi had told her about a special feature, she looked about the long rod going from the large sphere down to the bottom where a featureless grey square of metal was attached for some kind of switch or button. Once she found it she pressed the button and was surprised to see the large brass sphere separate into eight separate sections and for a small green light to rapidly begin flickering on and off inside. When taking into account who she'd decided to dress up as, albeit a female version of that fictional being, she could only conclude that the light must be meant to simulate electricity.

 _Cool. Lexi outdid herself this time,_ she thought, pressing the button again to turn off the light and close the sphere back up.

With her costume on she left the changing room she'd chosen to see how the others were doing with their outfits. As soon as school had let out they'd gone straight to the auditorium where she'd handed each person their costumes, though for Angel she just handed his to Buffy to be delivered. It was still day outside and, while there was a sewer entrance in the library, there were too many people walking the halls for 'Deadboy'.

After all Snyder would be assigning elementary school kids to chaperones who had 'volunteered', so there'd be a good number of grumpy students willing to spread their misery around. They'd pick out Mister Hair Gel and Black Coat in a second.

Plus Snyder never could pass up another opportunity to spill his cesspool vocabulary onto another unwitting victim.

 _You'd think Buffy and the others would actually be grateful that their bet with Xander helped them slip Snyder noose,_ she thought, remembering how the meeting to review report scores had happened at the same time the principal was gathering 'volunteers', aka conscripts.

Guess she'd have to wait and see how they felt in their costumes.

When she entered the hallway outside of the changing rooms she could see that of the six who'd gone in only two were standing fully dressed and ready.

The first, predictably, was Xander, dressed as the Servant of the character Tohsaka Rin who, while of the Archer class, was also a potential future version of the manga's lead hero Emiya Shirou. Black body armor consisting of a sleeveless shirt possessing silver accents, black pants with a black strap on the thighs as well as shins and metal plated shoes. Then came the more colorful parts of the outfit, starting with the two red sleeves connected by a metal plate in back and a white cord in the front before moving onto an open skirt of the same color that ended at his shins while being held closed by another metal plate. It was a quality piece of work rather than something someone had to throw together on a VERY cheap budget, but then again Lexi did say she planned on making a career of it. Even had hopes of being picked up by one of the big movie studios down the road once she got good enough to stand shoulder to shoulder with those already employed.

 _If this is any indication, she'll be good enough in five years, tops,_ she thought as she looked up from the clothes to see that Xander had dyed his hair snow white, along with his eyebrows.

Add to that grey contact lenses and you had a damn good Archer costume, though why he didn't have the twin custom Niuweidao that Lexi had sent with the rest of the costume she didn't know.

"I have them wrapped in the bag the costume came in," Xander explained, realizing what she was looking for. "Didn't want to give Snyder a reason to come down on us on our way out."

Made sense even if it was a bit unlikely in her opinion.

Contrary to what many of the students of Sunnydale High School thought, Snyder didn't literally prowl the halls looking for unsuspecting teenagers to punish or serve up detention slips to.

As for the second person that had successfully managed to finish dressing in their costume, Rupert looked quite dashing even if he looked a bit uncomfortable in the white wig on his head. She'd been tempted for a time to just leave him with his own head of hair but decided to follow through with the manga theme. Like her outfit the costume wasn't based on a known character from the Japanese comic book but rather a famous literary figure that she'd thought Rupert might appreciate.

The Count of Monte Cristo, Edmond Dantes.

The entire outfit was dark purple, could almost pass for black, with golden trim in all the right places along with a white scarf and some gloves to fit with the French aristocrat look. Add some fake jewelry that would imply wealth but not have people making comparisons between Giles and Liberace and you had a pretty decent costume for the lead character of Alexander Dumas' novel.

"Looking good, English!" she complimented, genuinely approving of how the costume looked on the British librarian.

"Thank you," Rupert said politely though he didn't quite lose his sense of discomfort. "While I will admit that I was somewhat concerned at what sort of penalty costume I would be forced to wear, this is… acceptable."

"Well, Xander and I figured that while there were some other options, we'd stand a better chance of getting you into something like this," she said with a small grin at some of the suggestions the teenager had tossed out during the brainstorming sessions regarding the costumes.

"Then I shall be thankful and not inquire as to what my fate might have been," Rupert said, wisely not giving either her or Xander an opening to divulge that particular clump of information.

Though the idea of the librarian walking about in the armor of a Greek warrior king accessorized with a fake red beard would've been entertaining to say the least.

Hearing the sound of one of the dressing rooms open, she looked over to see Willow exiting, looking uncomfortable in her costume but not spooked to the point of running back into the dressing room and locking herself inside.

The first and most notable things were the fox ears sticking out of the pink wig she had on her head and the fox tail that went from her waist down to about her knees. After that came the main outfit, though that was a little harder to describe since it didn't really match any normal type of clothing. The best way to describe it would be to call it a blue version of Mai Shiranui's outfit from the Fatal Fury game series except instead of the plunging V neck, it exposed skin from the top of the chest area to the shoulders. Add on sleeves that were attached covering the arms from the elbow to just past the wrists you had the stereotypical thigh high socks and you had some old school footwear that reminded her of platform shoes but looked more like sandals. All in all the outfit definitely made the redhead in disguise look taller and, while still somewhat conservative, the clothes helped put some distance between the teenage girl and her 'softer side of Sears' default look.

Hopefully this would illuminate to the right people, Willow included, that the girl was capable of being attractive given the right preparation and wardrobe.

"Not bad, Willow," Xander complimented, taking the entire outfit in. "You make a good kitsune girl."

Seeing the blush that popped up on Willow's face, she had to wonder if Xander realized that he'd just given a looks compliment to a girl who had a crush on him. As far as she knew it was obvious to just about everyone except, apparently, the teenage boy, so the only reason bets weren't being placed on when the guy would realize it was because it'd probably only embarrass Willow.

"Thanks," Willow said quietly but not quite at whisper level.

Any more pressure and the girl would probably faint.

The next revelations came as a pair as both Buffy and Cordelia exited their changing rooms at the same time, with the former looking more at ease with her costume than the latter.

For Buffy she just had a short haired brown wig, a primarily white kimono with red underclothing and a thick blue belt with a white cloud pattern adding to its beauty. Then, of course, there came the katana because it went against the laws of the universe for a Slayer to be completely unarmed and it probably made it easier for the blonde girl to accept her costume. It might not have been as majestic as say something from Beauty and the Beast but it still had a gracefulness to it just the same.

"Tomorrow I expect an apology from you for whatever sexy outfits you thought I was going to saddle you with," Xander said with mock offense.

"I'm sorry," Buffy said with a sigh but also with genuine regret. "I'll try not to assume the worst about you from now on."

"What about me?!" Cordy exclaimed, pointing at herself and sounding very displeased. "You might've gotten off easy but it's easy to tell his brain went right to the gutter with my costume!"

Looking at Cordelia, she had to admit that it would definitely be the highlight of the night of any guy who saw her, and possibly a few ladies who preferred female companionship.

A wig of long light purple hair that went down to the ankles, thigh high black boots with purple plates at the ankles as well as the top, a strapless black mini-dress, black gloves that went up to just under the armpits, a purple collar around the neck and lastly a purple visor that thankfully the cheerleader would have no trouble seeing through.

To someone who was ignorant of the Fate/Stay Night manga they'd never guess that this was the outfit worn by the Servant Rider, aka Medusa. Most people when they thought of Medusa they expected living snakes for hair and sometimes a serpentine tail from the waist down, but not in this case. Mentally she smirked at her suspicion about how Xander might've gotten introduced to the material but decided that, until she received confirmation, she'd keep it to herself.

"Well, since we're all in costume, let's head over to the Bronze," Xander said with an amused 'time for the other half of your punishment, smile. "They should be opening up for the evening's Halloween party and I want to make sure EVERYONE sees you in your costumes."

Rupert rolled his eyes, Buffy cringed a little bit, Willow's blushing spiked for a moment and Cordelia's glare made it pretty clear there'd be retribution for this down the road somehow.

All in all it looked like this Halloween was going to be lots of fun.

 _ **Spike's Warehouse**_

 _ **Shortly Before Sunset**_

 _ **Drusilla's POV**_

A world of ghosts and spirits it was.

That was the world she saw when she looked around her. Ghosts that were, ghosts that are and ghosts that might be in the future. The stars told her everything though sometimes they whisper ever so quietly that she could not understand what they were saying. Those were the quiet times when she spent time with her Spike or went for a walk for something to drink.

But yesterday the stars told her a wonderful secret.

Today the Slayer would be weak. Outsides would become insides. Everything switching.

That had made her Spike so happy. She liked it when he was happy and so did Miss Edith.

Spike planned on going out tonight to find the naughty Slayer and bring her back as dinner. Miss Edith had told her that Slayer blood was quite nummy and would help make her strong again. She wanted to be strong again. It was ever so hard just to get out of bed in the evening and impossible to do anything fun. Spike had even decided to get festive for All Hallows Eve and gone to the local shop to choose a costume.

It had been such a delight to see her childe choose a costume that let him pretend to be one of their old friends from London. She remembered having such a lovely time with him before leaving for Russia. She was saddened to learn upon returning years later that he'd been turned to dust by the grumpy old Greek for being too noisy. To see her Spike with top hat on and two shiny daggers ready to be used, she giggled with glee at the blood and the insides that would be brought outside in a lovely display.

It was then that the stars began to whisper louder to her.

They told her that something had changed in the last few hours; they told her that thanks to the winged messenger taking notice of the knavish Roman's plans, her Spike was in danger.

She had to stop him!

As much as she loved to see the red of others and hear bones crack, if she did nothing then her childe's dark soul would drown until it sparkled one last time before going poof.

Getting up from her chair she did her very best to get to Spike quickly but her cursed weakness made this difficult. Her head swam with her vision more than usual, forcing her to slow her pace so she could remain on her feet. It was frustrating but she remained determined, the stars continuing to tell her what would happen if her Spike left their dark little home. One step after another she took until she reached the talking boxes Spike had been looked at for when he went after the Slayer but sadly all that was there was the bag that his costume had been in.

The stars told her that now there was no hope now. Her Spike would fall to legion and be no more.

Then the stars whispered to her that she had a choice to make.

Would she remain in the warehouse and mourn the loss of her childe or would she follow him?

Fear welled up within her but it was not of oblivion, but rather of being alone.

Daddy wasn't daddy. Darla was ashes to ashes. Now Spike would be no more.

She would be alone.

And to be alone on the mouth of hell was the same as being dead.

What choice did she have?

With that she reached into the bag and took out a pair of leather gloves and a black-white handkerchief with a red jewel attached to it.

This, the stars told her, would do.

 _ **Ethan Rayne's Costume Shop**_

 _ **Shortly After Sunset**_

 _ **Ethan Rayne's POV**_

"Yes, yes! Have a happy Halloween!" he said, smiling his fake smile at the last batch of customers that he was politely pushing out the door. "Bye!"

As soon as the door was closed he locked it, flipped the sign to 'CLOSED' and then pulled the blinds so as to further emphasize that no one else would be purchasing anything today.

Or any other day because, despite the perk of tweaking the nose of his old chum Rupert, he wouldn't be going through all this rot if not for incentive he'd been offered. Yes, the incentive, it was indeed a prize that would allow him to take his fun to a whole new level but he couldn't for the life of him figure out how his current employer had come by it. It'd been long sought by practitioners of his preferred brand of sorcery and that artifact that would soon be his was more likely to be tripped over than found by someone actually looking for it. Indeed he'd been rather skeptical that the man could actually deliver but that had been laid to rest when his employer had reached into his right coat pocket.

The authenticity of the artifact was as clear to both his eyes and his arcane senses as knowing that he was alive. It had details in it that he had never seen in any of the fakes that peddlers had tried to dump on him and the metaphorical sound it made to his arcane senses felt very, very old.

From the moment he'd seen the artifact he'd applied himself to his task acquiring just the right accessories and just the right costumes to accomplish what he'd been hired to accomplish. Fortunately for him there were no too few bars where people from both the mundane world and the supernatural world came to drink or relax. A few questions led him to an employee of a major costume store chain who was down on his luck, making him the perfect patsy. All it'd taken in the end was a mild compulsion tied to a crystal bauble he'd had in his pocket and something that he'd claimed would make him look like his boss with just a magic word.

The glamor charm he provided would do precisely that but it could only be activated and deactivated ten times before it would lose the magic he'd placed in it.

Tough luck but that was what you got for mucking about and pressing your luck.

Once he'd acquired the costumes he'd gone to work, properly preparing them for Janus' power to be poured into them at the height of the ritual. His employer had sent bottles of some fluid that were to be placed on very specific accessories, with almost no two being the same. It made him wonder how the man could be so certain that the items would be purchased by the desired people but he just shrugged and did what he'd been told to do.

So long as he followed the orders of his employer to the letter, he'd get the artifact and that was all that really mattered.

Turning away from the door he started when, he saw just outside the back room where the ritual would take place, the very man who'd hired him to come to Sunnydale in the first place stood.

"Bloody hell!" he gasped, pressing a hand to his heart. "Would you please stop doing that?!"

The man had an infuriating tendency to pop up out of nowhere when he came to check up on the progress of the job and never failed to near give him a heart attack.

"Terribly sorry," the grey bearded man apologized with both hands on his black cane. "I was just so interested in finding out if all has gone as I wished."

He could tell that the man was more amused by once more getting a start from him than feeling genuinely sorry for startling him but he let it slide since soon he would have payment and be gone from the Hellmouth.

"Then you need not worry yourself. All of the items you wished got a bit from the bottles you sent me and the pretty bird you mentioned plucked all of them up. A neat trick, knowing exactly which ones she'd choose, but I don't suppose you'd be willing to tell me how you knew?"

"I am a man of many talents," his employer replied with his enigmatic and amused smile.

 _I thought not._

If the man had some sort of trick or spell that let him glimpse into the future then he could see any number of uses for the power, ranging from wealth to simply staying one step ahead of the Watchers. Perhaps once he'd left Sunnydale and was sure of his own safety he would ask around to some of his more informed associates to see if they knew anything about the black clad man.

It always paid off to know who the players were in the arcane community.

"Did a vampire come by last night to procure a costume from you?" the white gloved man asked in a bit more of a serious tone.

"Indeed. The local vampire leader if what I've heard is right," he replied, remembering the odd late night visit that he'd been told MIGHT occur. "Gave him what you wanted set aside and he seemed quite pleased."

"Yes, I imagine he would be," his employer said with a hint of a malicious smile peeking out. "You have performed your job admirably thus far, Mister Rayne. Now all that is left is the ritual itself. I will leave you to it but I would advise that you take some time to mentally and physically brace yourself. Tonight will be a night unlike any other."

THAT was a bit foreboding and he made a mental note to take a gulp of a little pick me up potion he kept with him at all times for moments when he needed more than he had naturally. It had some unfortunate after effects sadly but with the defensive wards on the shop he would be safe enough.

"I shall take that under advisement," he said honestly and that was met with approval.

"Then I shall leave you to your work and find a nice spot to view the fireworks from," his employer said with his smile of amused anticipation easily reaching his blood red eyes. "Until later, Mister Rayne."

With that the man turned away as though to leave by the rear entrance of the shop but then something happened that had him wondering just how grand a thing it was that he'd agreed to be a part of. Without a gesture or a magic word a tear in space appeared before his employer and the best description he could come up with was it was like one of those children's toys you peeked through.

And as soon as his employer passed through the event horizon of the tear sealed back up in the blink of an eye, leaving him gaping at the area where the breach had been.

"Bloody hell…" he gasped as he slowly came back to himself.

For a moment he considered simply cutting himself loose and running for the hills but then he figured that even if he did a man who could open up tears in space with nary an effort would be able to find him easily.

 _In for a penny, in for a pound,_ he thought with a sigh before walking towards the back room to begin the ritual.

Such was the life of a man devoted to Janus and the amusement of chaos.

Sometimes you knew when to jump ship and sometimes you had no choice but to ride out the storm.

Rules.

Everything that existed had rules that it was meant to follow and even when something unanticipated happened the rules inevitably forced the anomalies back in line. In a way the rules made it difficult for anomalies to even occur since they were often like a pebble that eventually became a landslide. So long as the right forces went to work to keep the pebble from making things worse, for the most part any such disturbances remained fairly low key.

What happened next was DEFINITELY not one of those low key disturbances by anyone's definition.

It started out innocently enough with the chaos mage known completing a ritual that had been done dozens of times since it had first been created. Unlike what some might think there had indeed been a few times when it had been performed atop an active Hellmouth so there was nothing wrong with doing it in Sunnydale.

The trouble began when the energies of Janus made contact with ten specific people thanks to the unexpected interference of a deity and an old prankster.

Traditionally the Janus ritual only made changes that never ventured more than skin deep with those altered physically and mentally could barely be considered enough to fill a light novel. It was because of this that when the ritual came to an end nothing lingered for longer than a week: it was easier for a paper house to fade away than a properly constructed house. This was the reason why those that protected the balance allowed such a ritual to work in the first place.

It wasn't designed to last.

As the magic swam up the forms of the ten, their flesh began to change from a level invisible to the naked eye all the way up to the parts one would see of a stranger standing across the street. It was not a painless process for there was nothing involved that could be mistaken for a painkiller and for some, the changes were quite dramatic. Three of them lost roughly twenty centimeters of height, others gained muscle mass while others gained other things, but all of them lost something that they likely would miss dearly. However there were two things that all of them gained that truly existed at the very center of the calamitous Olympian energy and awesome arcane energy.

The first that they gained was power, power far beyond anything that'd been seen in an age, and the power was tailored to fit the fictional beings they were pretending to be. Whether it was physical power or magical power, the ten gained a level of both that few on the planet currently could match, with most of those owing their greatness to beings from other dimensions. If someone were to claim that the combined power of the ten could decimate a good sized army, they would not be all that far off whether those armies were of the supernatural world or not. One possessed an arcane attack strong enough to decimate even the strongest of stone fortresses while another possessed a method of attack capable of decimating all foes within a set area. Any one of the ten possessing such power would be formidable but if all of them were to ally against a common foe, feel VERY sorry for that foe.

The second, and likely the more profound thing, was the collision that occurred between two profoundly different beings that could very well be called different species. On the one side of things you had six humans, two vampires, a vampire Slayer and a young lady who was more than what she appeared to be. On the other, though, were beings that could only be those things in appearance but never in substance for they drew both from a well of power far beyond any Earthly source. While normally the ritual would not be trying so hard to take the first side and transform them into the second, the secret additions made at the request of Ethan Rayne's employer changed that. As a result what these ten had been prior to the ritual, all of which abided by the rules of the world, fought against what the ritual wanted to turn them into.

Turn them into something that most decidedly did NOT follow the rules of the world.

As the subtle tinkering of the mystery employer continued to influence the ritual, power was pulled from others who had bought their costume in part or in full from Ethan's Costume Shop. Funneled into the ten that were apparently the primary targets of the man the changes continued despite the efforts of both the afflicted and the world itself to force things back under the purview of the rules of the world.

In the end the framework of the ritual could not endure the war that was taking place between the rules of the world and what it was designed to do.

It shattered.

However while those who had only been lightly touched immediately reverted to who they had been before, the same could not be said of the ten that been revealed to be the true focus of the ritual. Nothing and no one so inundated with Olympian arcane energy laced with ominous mystical potions could ever return to that which they had previously been. They could only be what they now were: beings with a foot in two worlds, metaphorically speaking, and as such oddities.

No one could predict what path these ten would now walk down.

Not even the wisest of beings.

Not even the one who set the events of this All Hollow's Eve in motion.

 _ **The Streets of Sunnydale**_

 _ **Xander's POV**_

 _To be a hero of justice… to save everyone… the hypocrisy of a foolish dream…_

The words echoed in his head even as he tried to bring the mess to some manner of order because, up until a few moments ago, his brain had more in common with a snow globe than a traditional human mind. All manner of memory, all manner of sensory input, felt like it had just been forced through his brain and, if his mind had been a computer, then it very nearly had crashed from the strain. Even though it felt as though it was still in one piece, he very much doubted that it had emerged unscathed from whatever the hellmouth had just happened to him.

 _Am I still sane or am I simply a madman who believes himself sane?_ He opened his eyes to once more take in the world beyond his body.

He nearly shut them again due to how abnormally bright the light of the stars but thankfully they adjusted swiftly enough even as he placed his hands on the ground to push him into a sitting position. As his strength was brought to bear he instantly knew that more than just his eyes had changed because never before did he feel such tightness and firmness in his limbs. As soon as he was in a comfortable sitting position he looked down at his arms and it was easy to see that crimson sleeves were fuller than he remembered seeing them in the dressing room. Looking to his legs, he found that the black pants were tighter than they'd been and were wrapped around muscles he did not recall creating through months of rigorous exercise.

He had changed in more ways than one.

Hearing the sound of something scraping against the street, he turned his head quickly for fear of some demon having snuck up on him.

But what he found was no demon but instead something decidedly strange yet familiar.

Looking at the person who he knew to be his best friend Willow, he saw the fake tail swinging back and forth behind her in manner indicating agitation. The logic of his mind told him it should not be moving since it was an artificial thing probably manufactured in a factory overseas. Then memory informed him that logic only commuted to Sunnydale whereas magic and the demonic had been residents since the town's founding. Obviously if he was right about something Hellmouthy changing him then it is equally possible that something could've changed Willow.

"Willow?" he asked to get her attention and confirm that it was indeed his best friend.

Immediately the fox girl turned to look at him, the ears on her head flicking in response to his voice.

"Yeah?" Willow replied, sounding uncertain of the answer.

If she felt anything like he did and had undergone the same degree of changes then that was understandable. The new sensations and unfamiliar body would be enough to make anyone uncertain of who they were and perhaps what they were.

It was then that a fact rose to the top of his consciousness that he couldn't believe he'd forgotten about: the others.

He'd forgotten about not only Buffy, Cordy, Giles, and Miss Calendar but also the two that they'd bumped into along the road to The Bronze: Missus Summers and Dawn.

It'd been a surprise to be sure, especially since Dawn had chosen to approach from their blindside and tackle him from behind. She came closer than most would think to knocking him on his ass and the reason became obvious when he'd looked down at her.

She'd been dressed in the costume that made her looked like a female knight, complete with sword, and for a moment he'd wondered if chance had made it so Artoria Pendragon had been added to the mix. However when she'd stepped back allowing him a better look at her he'd realized that the design of the armor and even the coloring was very different from the saber of the manga. Red, black, silver and gold were the primary colors used. As for appearance, if Artoria's armor could be considered regal, beautiful and inspiring, then the armor that Dawn was wearing emphasized combat and power. When he'd spotted the helmet hanging on her back, she'd said that it'd come with the costume but that the eye slits had been so small that her mom had told her not to wear it.

It'd been then that the aforementioned woman had made her presence known and it'd been right then that he'd known without a doubt that the saber of Fate/Stay Night had arrived. With the holy sword Excalibur in hand and dressed in mostly blue, white and silver, Missus S gave him a picture of what Artoria might've looked like had she not become king until much later. With some hair dye to provide an anime level of blonde and even a decent job braiding it, he'd been impressed. When he'd made an offhand comment about Saber and King Arthur he'd found out that they'd had no clue about that and had just chosen their outfits because they'd looked high quality.

Both then and now he had to smirk at how chance could bring about the oddest outcomes.

Looking about the immediate area, his smirk transformed into shock as he beheld a sight that made him wonder just how bad their current situation was. In terms of overall size most of them were the same… except for Missus S and Dawn. Both of them, while dressed in surprisingly more realistic looking armor, had lost easily eight or nine inches.

 _Well, there go any short jokes Dawn might've dreamt up for Buffy,_ he thought offhand as he figured that now it was the Slayer who had a slight edge in that department.

Another thing he noticed when he looked at the group that was slowly regaining their mental equilibrium was that their ages did not match what he remembered. Dawn looked more like someone who'd just graduated from college whereas Missus S was now of an age where she could be called a slightly older sister to Dawn's college graduate instead of the mother. The others among the changed were different in ages as well but only to a lesser degree of a few years rather than a decade or more.

Other than that he only saw cosmetic changes like hair or eye color with the rest remaining as he recalled them being before.

They, like he, had been changed to more closely match the ones they'd been pretending to be albeit in real life rather than in anime style.

"Everyone… okay?" he asked, getting the attention of those who that'd been thrown for a loop.

"I feel a little strange but…" Missus S replied before falling silent with a look of surprise on her face.

He knew why.

If he and the other Scoobies were surprised by the changes they'd undergone then those who were ignorant of the truth of Sunnydale would be completely struck dumb. Missus S had been completely in the dark about the supernatural as had Dawn and, despite his belief that safety rested with knowledge, Buffy had insisted that her family remain in the dark about vampires and demons. While he could see her point a view, the preservation of a little slice of normality amongst the craziness, he did not share the blonde Slayer's obsession with such things. Besides that, he believed that no slice of normal life was equal to the lives of loved ones.

If the only way that their lives could remain safe lay in informing them of the dangers that they had previously been ignorant of, he would sacrifice the slice of normalness in an instant.

Getting to his feet as best he could, he knew that he needed to take charge of the situation or the distress over the changes would lead to chaos.

"I know this is a lot to take, Missus S, but you need to stay calm," he said, slowly approaching her so as not to startle her. "No problem gets solved if the people who need to solve it lose their heads."

"B-but…how?" Missus S asked as she followed his lead in getting to her feet. "How is this possible? It shouldn't be possible."

"I know and I don't have all the answers. I wish I did," he replied, placing comforting hands on her shoulders, "but I promise we'll all work together to find the answers. Everything'll be okay."

"No, young man," came a voice that filled him with dread and wariness. "It will not."

At once the ground shook, sending those who had not yet succeeded in getting back to their feet once more to the ground and those on their feet fought to maintain their footing. They were no stranger to earthquakes, it was California after all, but at the same time those who lived upon the Hellmouth knew that such events often served as a warning for bad things.

When things settled down a bit he thought it might be over but then the ground shook again, this time more violently than before forcing all who stood to lower their stances in order to stay off their backs.

This was not good.

"What's going on?!" Willow exclaimed even as she fought to stay standing on platform shoes.

"That would take quite a long while to explain, dear girl, but simply put: Gaia is awakening," the voice from before said and this time he forced himself to both look at the owner and maintain his footing.

What he saw did not improve his disposition.

Standing a little under twenty feet away was an old man of fifty years or so, with a perfectly trimmed beard and red eyes that memories that did not belong to him connected to the term 'Dead Apostle'. The clothes the man wore were dominantly black with grey trim, a waist length cape held together by golden rope, white gloves and in one hand a black cane that currently was planted in the ground.

All this added up to one thing, a name that stood out in his mind born of memories he should not have, and it made him wonder if he should credit this man with the excitement of tonight.

Who was he?

Kischur Zelretch Schweinorg.

Zelretch of the Jewels.

Or, as he was more infamously referred to, Kaleidoscope.

"What do you mean Gaia's awakening?" he asked as more information sprung forth from his mind that he was fairly sure that he hadn't known that morning.

Gaia was the will of the Earth, the planet's intrinsic wish to survive and prosper. Paired with Alaya, the collective unconscious will of mankind to avoid extinction, the two served as balance keepers to prevent the end of the world. It was to these wills that he… no… no, that Archer Emiya Shirou made a deal on the eve of a calamity that threatened to kill one hundred people. Archer Emiya would become a hero capable of producing miracles and become a Heroic Spirit after death if 'the World' as the two wills were collectively known would give him the strength he needed.

The memory of what happened after that slipped away but still he had enough info to speak on.

"This is not Archer Emiya's world! Gaia and Alaya do not exist here!" he said even as a fear took form in the pit of his stomach.

These days back to nature types and wannabe shaman might speak of worshipping Gaia but nothing he'd seen in Sunnydale or heard of from Giles had led him to believe that any spirit comparable to Archer Emiya's memories existed here.

"You are correct. The Gaia and Alaya you are probably thinking of, Archer Alexander, do not exist here," Kaleidoscope agreed with a nod of his head.

This act caused the fear he felt to begin fading away.

"However that does not mean that their counterparts do not exist here," Zelretch of the Jewels said with an amused smile on his face. "Fortunately for you Gaia is the only one you need worry about now."

KR-ACK!

Lightning danced across the sky with more strength than almost any other time he could remember in his life.

"For a little while at least," Kaleidoscope said, looking up with a hint of seriousness. "After all, the dead don't worry about anything, or so I hear."

"Xander? Who is this guy?" Buffy asked, sounding a little off but still disliking being kept in the dark.

"Well, he's either a guy from another reality or someone pretending to be a guy from another reality," he replied, not liking how things were beginning to add up. "As for the rest, Gaia and Alaya in the Fate universe were the wills of mankind and the planet. When those two get up to something places like Atlantis disappear from the maps, busy cities drop to a population of zero overnight and sometimes the right people as well as the right things are maneuvered in place to keep the world spinning."

"So basically the guy's a liar and likes playing tricks." Buffy concluded, obviously not accepting anything that didn't fit in her own personal world. "He's probably the one that did this to us."

"I will admit that the timing of your arrival is a little too perfect," Giles said, shifting from his British accent to a light French accent.

The last bit caused the Englishman to grimace a bit.

"Perceptive. However that does not change the fact that your new forms are acting like a stick poking a sleeping Gaia," Kaleidoscope said with a nod of respect. "If your superiors have told you anything about the final battle with the Old Ones, Mister Giles, then you know that it is best if she remains asleep."

"Giles?" he asked, wanting to learn more even if he hadn't quite decided if he wanted to believe that this man really was Kaleidoscope.

"Sadly very little is known about that battle. Scrolls and tablets were the primary means by which information was recorded and neither whether the passage of time very well," Giles said, turning to look at him. "From what little has survived it was a fierce battle but the strength of the combined spirits of mankind tapped into the power of the very planet to banish the Old Ones that could not be sealed away."

"Human willpower and the power of the planet," he said, seeing the Watcher's words as further fuel for what Kaleidoscope had said. "Sounds like a variation of Alaya and Gaia to me. But that doesn't explain why it's bad for Gaia to wake up."

"Doesn't it, young archer? In order to banish beings as powerful as the Old Ones, a great deal of power was required. Some of it might have come from this reality's variation of Alaya but the majority of it came from Gaia. So much so that it placed the goddess of the Earth in a sort of mystic coma," Kaleidoscope said, raising his left eyebrow in challenge. "She did this knowing she would be forced to rest for a long time in order to recover. She placed her trust in your reality's Alaya to guide the mortal races that fought against the Old Ones and care for them until she woke. Given how your world currently is, how do you think she will react?"

"Not well I would imagine," Giles replied, instead looking quite worried.

"Giles?" Willow asked, obviously not far behind him.

"Even if we only take known recorded history into account, it does not paint humanity in a favorable light, Willow," Giles replied, reaching up for his glasses only to find them missing. "While I cannot say for certain what sort of future this 'Gaia' expected to come into being as she slipped into a coma, I presume it would be one that victors in a war would be grateful for. A future of peace, prosperity and a fading of all that came before into memory."

"Yet instead of bringing that sort of future into being the unity has fractured, conflicts of all sizes sprouting up multiple times a century and people adopting the practices of those that'd been banished," Kaleidoscope said with a frown of disapproval. "That's not even touching on the pollution and the various species of animals and plants that have gone extinct."

"So she's going to be a little grouchy," Cordelia said, sounding a little wary but not as worried as Giles did. "We'll just tell her we're doing our best and to go back to bed for another thousand years."

"She will be more than 'grouchy', Miss Chase," Giles reprimanded, looking like he sorely wished he had his glasses at the moment. "Deities, especially the strongest among them, are not human though they have appeared before humans in such forms. They are a different existence and as such have different ways of thinking and feeling. It is not unheard of for them to lay waste to an entire kingdom for what we might consider a mild insult. Given Gaia's reputation throughout the ages then she is indeed powerful and has more than sufficient reason to take offense with the human race's actions."

RUMBLERUMBLERUMBLERUMBLE!

"If she keeps up with the earthquakes, everyone in California is going to have a reason to be offended with her," Dawn said as the most violent quake yet almost took her off her feet.

"You are thinking too small, young lady," Kaleidoscope said, glancing past them for a moment. "These ground quakes are not confined to California and neither is the lightning in the skies. The entire planet is experiencing them and they will only get worse as time passes."

"So all this… is basically Gaia grumbling and moving before waking up?" Missus S asked, entering into the conversation.

"Yes," Kaleidoscope said gently as he understood how fragile the woman's mind likely was at the moment.

"How bad is it going to get?" Willow asked even though he suspected her mind was already coming up with likely scenarios.

"Chaos and destruction will flow over the planet," Kaleidoscope replied, showing mild grimness. "People will die, will suffer and will take many years to set right even if Gaia goes back to sleep."

All of them, everyone there, were no doubt using Hollywood movies to envision a world thrown into chaos by earthquakes and violent lightning. He knew he was and after a bolt of lightning dropped from the heavens to strike a nearby house, causing it to explode as though a bomb had gone off inside there was just one question to ask.

"How do we stop that from happening?" he asked even though his instincts already knew if the sinking feeling in his stomach was anything to go by.

No one was going to like the answer.

Of that he was sure.

Note: Before any of you say anything I am aware that Servants as they're depicted in the anime are what could be considered 'overpowered' when compared to what can be found in Middle Earth. Don't worry. I've already come up with a way to make things more even and therefore more interesting.


	2. Choices Leading To A New Path

Disclaimer: I do not own any of the copyrighted materials contained herein. They are the rightful property of their respective creators and/or associated companies. I make no profit from this whatsoever and I have no intention of changing this at any point in the future. I write because it's fun and because there are those who enjoy reading my stories. Therefore I would greatly appreciate it if no legal action were taken against me. I can assure you that whatever you got from me would not cover even a sixth of your legal fees.

Note: Just to help you from here on out here are the costume pairings.

Buffy Summers dressed as Saber from Fate/Grand Order Shiki Ryougi.

Dawn Summers dressed as Saber of Red from Fate Apocrypha Mordred.

Joyce Summers dressed as Saber from Fate/Stay Night Unlimited Blade Works.

Xander dressed as Archer EMIYA from Fate/Stay Night Unlimited Blade Works.

Willow dressed as Tamamo no Mae the playable Caster from Fate/Extra.

Angel dressed as Cú Chulainn the Lancer from Fate/Stay Night Unlimited Blade Works.

Cordelia dressed as Rider Medusa from Fate/Stay Night Unlimited Blade works

Giles dressed as Avenger Edmond Dantes from Fate/Grand Order

Jenny dressed as Berserker of Black from Fate Apocrypha

Drusilla dressed as a female version of Doctor Jekyll from Fate/Prototype: Fragments.

As for Spike…well…read on and I think you'll be able to figure it out for yourself.

 _ **Willow's POV**_

"Sadly there is only one way to keep Gaia from awakening," the cane carrying man said with a modicum of genuine regret. "All of you must leave this world. Permanently."

"Like hell we are! This is all some kind of trick, isn't it?!" Buffy exclaimed at the very idea of leaving their world. "Some sort of mind mojo to make us think there're earthquakes and lightning! You're probably the one behind all of this! TURN US BACK!"

She was right there with Buffy on this one.

Being asked to leave this world, to leave her family, behind was out of the question and, with everything she'd learned since the Harvest last year, mind magic was a feasible possibility. Also with the timing of the man's arrival, right after they'd all finished their transformations, did hint that the man knew what'd happen ahead of time. If the old man really was guilty of both things then she too wanted to demand that he undo what he'd done.

She just thought Buffy would be better at demanding than she would.

"While I will admit to hiring Mister Giles' old friend Ethan Rayne to enchant the accessories Miss Calendar bought from his store to complete your costumes, it was all just as much for your benefit as it was for my amusement," the man said with a hint of a smile on his face.

"You will pardon us if we find it difficult to believe you given the company you keep," Giles said with a sharpness of tone that she couldn't remember ever hearing from him before.

"Then perhaps some information will change your minds," the old man said with twinkle in his eyes that hinted that he'd expected things to go this way. "How about the fact that in only a week or two you'll begin receiving visions of your misspent youth involving the demon Eyghon, or that next year you're expected to perform the Cruciamentum upon Buffy Summers by your organization."

"Eyghon?" she asked, turning to Giles for more information, both out of concern and curiosity.

"What exactly is the Cruciamentum, Mister Giles?" Missus Summers asked with suspicion and threatening overtones.

Giles looked rather taken aback by the revelation of the facts and was fumbling just to regain his own equilibrium, never mind formulate a concise reply to both her question and Missus Summers' inquiry.

"Eyghon is also known as the sleepwalker and, in nineteen seventy-five, he and a group of friends decided it would be fun to summon the demon because of the euphoric high the people who did this experienced in the process. Sadly they overestimated their skills in the arcane and one of their number died in the process. On the plus side it was this that scared Mister Giles back onto the straight and narrow, eventually bringing him here to Sunnydale," Mister Cane said, apparently choosing to answer the questions himself. "As for the Cruciamentum, it is a coming of age practice used by the Watcher's Council, a group charged with guiding and training the Slayer, whereby which the warrior's assigned Watcher secretly administers injections meant to strip a Slayer of her strength. Once the girl is no stronger than the majority of her age group she's sent into a building to battle a vampire chosen by the Council."

Oh.

She never thought she'd be saying this but at the moment she'd prefer not to have been given any answers to the questions.

"Giles? He's lying, right?" Buffy asked, sounding like she was mostly sure Mister Cane was lying but had a splinter of doubt bothering her.

Giles didn't reply but the look of fear, shock and a bit of shame spoke volumes.

"Don't be too hard on your Watcher, my dear. In truth he intervenes in your Cruciamentum when it deviates from its usual route and winds up getting fired by the Watcher's Council," Mister Cane said, stepping into the silence in order to fill it. "Besides which, in terms of ill-conceived choices, you are hardly without fault. In a few months, after a near death experience fighting a demon called The Judge, you consummate your relationship with young Liam over there."

"Buffy!" Missus S exclaimed since no mother wanted to find out their daughter lost her virginity outside of wedlock.

"Hey! I can't be blamed for something I didn't do yet! Besides, he said it himself: it was after a life or death situation," Buffy said defensively even as she was thrown mentally off balance. "People do crazy stuff after living through one of those."

"True, but most who've been through such situations and then spent a night in bed with a man wouldn't have to worry about his soul leaving as a result," Mister Cane pointed out, not giving the Slayer an inch. "Young Liam, after all, is a vampire cursed with the soul that originally owned the body and all curses have terms by which it can be ended. In this case the terms were that the moment he ceased to feel remorse, guilt and self-loathing for the crimes committed by the demonic spirit inside of him, the curse would break, returning control of the body to said demonic spirit."

"WHAT!?" Buffy and Angel exclaimed at the news albeit for different reasons.

Buffy because the terms of the curse effectively meant that, in order to keep the vampire spirit in Angel locked away, their relationship could never progress beyond a certain level of happiness.

For Angel it was likely for similar reasons in addition to the fact that he hadn't known about the terms of the curse in advance.

"Well, it is a curse, after all. Its sole purpose is to cause the demonic spirit inside of the host body to suffer through the human emotions Liam feels every waking hour," Mister Cane said, as though it should've been obvious that the terms wouldn't be fair. "True, it would've been more practical to make it so that when the curse broke the host body would be instantly set ablaze but I suppose this was the best the Kalderash gypsy tribe could manage at the time. Plus they were focused on vengeance more than anything else, so they probably weren't all that concerned about what happened later."

No one knew quite what to say about that but she still decided to at least voice a little of her anger about it.

"It doesn't matter if they were focused on vengeance, it was cruel and… and WRONG!" she said, immediately feeling a little disappointed in herself.

Her words sounded so lame when spoken out loud rather than inside her head.

"Perhaps but one could say that mistaking knowledge for wisdom is equally wrong, especially when it comes to magic," Mister Cain said, looking at her pointedly. "Had I not intervened tonight you would have gone on to perform the soul curse on the host body in order to restore Liam to it. THAT would have led you to developing a thirst for arcane knowledge and your academic performance up until then would cause you to proceed without the supervision of a more experienced practitioner. A recipe for disaster if ever there was one."

For the third time in less than fifteen minutes the information sent metaphorical quakes through the group as they tried to come to terms with the information.

"Indeed, most self-taught mages either kill themselves because they overlook a crucial detail in their arrogance or become addicted to the pleasure certain magical styles produce through their use," Mister Cane said, laying out the consequences of the unsupervised learning of magic. "A few, however, become threats to all that live and must be slain, regardless of who they might once have been."

Killed?

If what the old man was telling them was of things that might one day come to pass, then didn't that mean that she…

"What I have told you are but snippets of the troubles and tragedies you will face in the coming years if you remain here and had remained as you were," Mister Cane said after they were all assaulted by another onslaught of earth shaking and falling lighting. "Even if Gaia were not responding to the presence of one of her own, those charged with maintaining the Balance here would not tolerate your new selves. They might attempt to return you to normal but, given their decisions the last century or so, it is more likely that they will simply eliminate the lot of you by whatever means are most expedient."

"B-but the Slayer is their champion!" Giles objected, coming out of his shocked state. "They would not so quickly cast her aside."

"Wouldn't they, Mister Giles? One dies and another is Called. Is that not how it works?" Mister Cane asked condescendingly. "Why should they care about the loss of one champion when they can choose another quite easily? Can you honestly say that there is a single trait, a single attribute, which is unique only to her and valuable enough that those that sit above would not risk its loss?"

Desperate to say that there was, she tried to think of anything that Buffy brought to the proverbial table that could not be easily replaced or trained into another. One after another she thought that she had found something, only to have her mind disqualify them as many ways of duplicating them came forth. In the end she was left with little recourse but to agree with Mister Cane. For all the traits that made Buffy an excellent Slayer and person, none of them were rare or impossible to teach.

"As for the rest of you, they will not hesitate to remove you from the fight against the darkness since you were never intended to be a part of it in the first place," Mister Cane said, letting his gaze drift over the assembled group. "It is the ones who sit above who told the Watcher's Council to discourage outsiders from aiding the Slayer. For security's sake, they claimed. To ensure control of their champion, I say."

"Since you seem to have all the answers, Kaleidoscope, then answer this question." Xander said with grim bitterness in his voice. "Where would you have us go?"

"Through here," Kaleidoscope replied before waving his right hand at the air behind him.

It began as a small pinprick of light but oh did it grow until it became as large as the biggest door she knew of but in appearance it looked like a whirlpool of colored fragments. It was as if someone had shattered many stained glass windows and then attempted to hide the evidence by flushing them down a toilet the size of a swimming pool. Yet, even as she looked at it, she could not shake the feeling that there was something more to what she was seeing, that if she only looked a little deeper, some hidden secret would appear.

"I would not peer too deeply, young lady," Kaleidoscope said, snapping her out of her staring to look at him. "Even an experienced magus has been known to suffer damage to their mind when peering into the depths of my portals. Within is a void from which all parallel worlds can be reached, ranging from the similar to the drastically different. The human mind, even one that has been enhanced as it has been by Mister Rayne's spell, could not hope to comprehend it.

"Pass through this portal and you will arrive on a world where your fates will truly be your own and you need not worry about a variation of either Gaia or Alaya being disturbed by your presence," Kaleidoscope explained, taking them all in with his gaze. "There will be some sacrifices you will have to make to gain your fresh start, some comforts you will have to do without, but if you are strong enough to survive atop a Hellmouth you will have little trouble thriving in this new world."

"What do you mean 'my presence'?" Xander asked, narrowing his eyes at Kaleidoscope. "You've said that before."

"While the combined strength of myself, Mister Rayne, Janus and Hermes might not have been enough to change you completely into a physical copy of Archer EMIYA, it has changed you enough," Kaleidoscope replied, looking at Xander. "The Gaia of this world recognizes you as one of her Counter Guardians. However in the last battle against the Old Ones, the ones native to this planet were all slain. If she were fully awake she would remember this and see the truth. However she is rising from a deep slumber and is acting on instinct as well as feeling rather than rational thought. By the time she is awake enough to realize her mistake, the damage will have been done."

Silence fell over the group as the last piece of relevant information was laid out, alongside the choice each of them needed to make.

Remain in this world and not only be responsible for the damage caused by Gaia waking up but be executed by some higher beings soon afterwards. Or leave all they knew behind, taking only what they had on them, for some unknown world, with the only incentives being that their birth world would be saved, they wouldn't be killed just for existing and that the new world was one that they might thrive in.

"I can't speak for the rest of you but I'm going," Xander said, striding forward to separate himself from the rest of the group. "I joined up with Buffy because I wanted to save lives. I refuse to be responsible for the deaths of innocents and it'd suck to get killed afterwards. If this new world is really a place where we can have fresh starts and not have crosshairs on our backs, then I'm going."

"But what if it's caveman country? All caves and animal skin fashion?" Buffy asked, sounding reluctant to leave all she knew behind even with the stated consequences.

Plus she had a feeling that Buffy still didn't believe that the quaking ground and lightning in the sky wasn't a pair of illusionary spectacles meant to trick them into going through the portal.

"Are you saying that living in a modern house and wearing good clothes is more important than the people that'd be hurt in all the quakes and lighting strikes?" Xander asked, his eyes narrowing in distaste. "And what'd be the point in staying if it just means we'll get blown up or shot in the head in a few months?"

"If we're different from what we were and we're like the people you had us dress up as, doesn't that mean we're pretty damn powerful now?" Buffy asked rhetorically, sounding like she'd found something she could build on. "If all of us work together, I'd like to see someone try to kill us. We'd pound them flat!"

"I feel I should point out, young lady, that while it is true you have gained no small amount of power, it is not equal to that of the Servants you dressed up as. They are Heroic Spirits summoned by the Holy Grail to fight a war and can only take solid form by tapping into the magic of their Master," Kaleidoscope explained, casually pointing out the flaws in the blonde Slayer's words. "While the power channeled into all those present was significant, at best you have the potential to become two thirds as strong as the originals. It would be more accurate to say that you are human-Heroic Spirit hybrids, demigods if you're feeling dramatic, and untrained ones at that. If you really think that you could become skilled enough to thwart the lethal efforts of those who sit above and direct the forces of light in this dimension in just a few short months, then I fear your hair dye has seeped through to your brain."

"So what? No Noble Phantasms? Just increased speed, strength, agility, reflexes and durability?" Xander asked, sounding like he was interested in knowing more.

It felt a little off for her not to be the one seeking more information.

Then again Xander knew more about the beings they'd dressed up as, even though she could feel foreign information fluttering about inside her head at the moment.

"Your physical prowess will still be well above what an ordinary human could achieve through years of rigorous training," Kaleidoscope replied, turning his gaze on her best friend. "As for Noble Phantasms, you still have them but not to the same degree as the originals. In order to find out where your new limitations exist, you will need to train, practice and experiment. However I say this to all of you unequivocally: none of your Noble Phantasms will be the equal or the superior of those wielded by your 'predecessors'. They were not only Heroic Spirits but had the power of the Grail to tap into. You only have the power of the magic that now resides in each of you."

Hmmmm.

While she didn't particularly care about finding out how fast or strong she was physically, the idea of experimenting and practicing with whatever these Noble Phantasms were sounded interesting. If they were anything like magic was here, then they would definitely be worth investing some time in to learn about and practice with.

In any case, though, she had her own decision to make.

She wasn't quite sure if Buffy's theory about this all being some illusion meant to trick them through the portal but the one thing she was sure about was that, even if it was a trick, she didn't think they'd be able to do anything about it. If the man called Kaleidoscope was the one behind the illusions, then they wouldn't be able to land a single blow. While he might appear to be standing not twenty feet from them, that could just be an illusion, too. In truth he could be two blocks away, casting an ongoing illusion that matched his movements perfectly. All attacks that weren't designed to obliterate an area but rather focused on singular targets required that you be able to identify the position of the target. With all their senses being fooled by an illusion this perfectly, they had no way of knowing where the man really was.

If, however, the man was telling them the entire truth, then staying in this world, in Sunnydale, was suicide not to mention making them all accessories to the deaths of who knew how many people.

She wouldn't be selfish and prioritize her own desires over the wellbeing of others.

"If you're going, I'm going," she said, stepping forward to stand by his side. "When we became friends with Buffy, it wasn't just because she's a great person but also to help people. If staying here means we'll be doing the opposite, it's time for us to go."

"While I cannot dismiss the possibility that we are being subjected to an illusion of some sort, I cannot fathom why this man would go to such trouble." Giles said in a measured tone. "It is likely that if we leave our world that will be enough to trigger the Calling of the next Slayer who will be assigned her own Watcher. Granted, this will provide a window of opportunity for anyone planning on doing something in Sunnydale, but it will be a small one."

"But if magic's real and this guy's using it on us, then why bother messing with our heads?" Dawn asked, sounding like she'd adapted to the info that magic was real fairly easily. "I mean, putting the same illusion into the heads of eight people can't be easy. If he wants us out of the way, why not use his power to pop a couple of blood vessels. If he helped this Rayne guy change us, then he's gotta have the power to just flambé us, right? I don't know about the rest of you but I'm going with the simplest explanation being the right one. This is really happening, the world is really in danger and, if we don't want to get assassinated, we go through that portal. I'm with you, Xander."

Stepping up to join her and Xander, it was little surprise that the rest of the group followed suit after that.

Joyce would never let her daughter go anywhere without her, Buffy might not've liked the hand they'd been dealt but she wouldn't abandon her family, Angel, being in love with Buffy, fell into step behind her, Giles' fatherly feelings towards Buffy, along with his sense of duty, caused him to stride forward, with Miss Calendar never leaving his side, and so that only left Cordelia to make her choice.

She could see that there was a war being waged within the head cheerleader between keeping her grip on the life and the lifestyle she was used to and the consequences of staying now that she'd been changed. If she left with the rest of the group, all she'd have to her name would be the clothes on her back because she'd be leaving behind every possession she had and it was a given that American money would be useless on the other side of the portal. For someone who'd spent most of her life wearing designer clothes, going on expensive vacations and more recently driving expensive cars, leaving it all behind without any certainty that the alternative was acceptable, letting go must've been a planet-sized problem.

However, if Cordelia remained and 'those who sit above' decided that she was too dangerous to the balance to remain, then it'd mean assassins coming after her. She didn't know what assassins meant in real life but she'd seen enough action movies with Xander and Jesse to have a very basic idea: Car bombs, sniper fire, poison and people in ordinary clothing approaching you only to whip out a concealed weapon before ending your life. Taking into account what Kaleidoscope said about their bodies now, she'd bet good money that it wouldn't be ordinary human assassins sent after Cordy if she stayed. Probably supernatural assassins like demons, vampires, magic users or people with special abilities.

Seeing as how Cordelia actively tried to avoid actually getting mixed up in fighting the monsters that they went after, being the sole target of a couple of them would not bring a smile to her face.

No, it wouldn't AT ALL.

"You better pray we never see each other again, you bastard," Cordy said coldly as she stepped forward to join the rest of them, "because I plan on spending every day from here on out looking for a weapon, spell, potion or ritual capable of killing you."

"Then I will look forward to the day we meet again, Miss Chase," Kaleidoscope said with an expression that made it clear that he was completely at ease. "When you're immortal, it's surprisingly hard to find anything to get excited about."

Cordelia merely snorted at the comment before refusing to look at the man any further.

"Then it's unanimous," Xander said before turning to fully face the portal. "We'd better get going before things get any worse. Not exactly the way any of us figured we'd be leaving this world, eh Willow?"

"Nope, but at least we can say that we'll be doing something no one our age has ever done before," she said, putting on a small smile. "That's got to count for something, right?"

"Let's hope it counts for something good," Xander replied as the others passed through the event horizon of the portal one after another until only the two of them remained.

"I am sure it will, young Archer," Kaleidoscope said with a confident grin that shifted after a few moments to amused. "Especially with these two following you about."

"These two?" she asked as she began turning to see what the man was talking about…

…only to have someone collide with her with enough force to send both of them through the portal.

She only had time to hear Xander yell 'KALEIDOSCOPE YOU BASTARD!' before her senses went in the blender.

 _ **Carrock, Near the River Andiun, North of the Old Ford**_

 _ **Gandalf's POV**_

"You! What were you doing? You nearly got yourself killed!" Thorin yelled as he advanced towards Bilbo. "Did I not say you would be a burden? That you would not survive in the wild? That you had no place amongst us?"

A tad harsh but, given the brush with death that Thorin, son of Thrain, had been through, it was understandable that the dwarf would come across more stridently than he'd intended.

They had all known from the very beginning that their quest to reclaim Erebor would be perilous, with dangers of every variety. The Dwarven stronghold had a reputation amongst every race as a grand piece of craftsmanship but what was more often mentioned was the untold riches that lay within. Indeed, at the height of its wealth it possessed gold, jewels and other riches so great in number that to behold them was to see more than any one person could ever hope to spend in their lifetime.

Sadly it'd been this vast amount of wealth that had been their downfall when it'd attracted the Fire Drake Smaug to them, intent on claiming all of it for himself by whatever means necessary.

All had felt the dragon's wrath, from the city of Dale to Erebor itself, and despite the brave effort the Dwarves of the Lonely Mountain had mustered to keep what belonged to them, they had not the tools with which to drive back the beast. Caught between a foe they could not slay and their own safety, the Dwarves of Erebor fled their home and became nomads, taking on whatever work they could find.

Bellies full of anger and pride, they'd tried to prove to all that their defeat at the hands of the dragon had been mere chance Thror ordered his soldiers to join him in an effort to take Moria as their own. From there, no doubt, the displaced king intended to use it as a base of operations from which to rally what he would need to take back what belonged to his people.

But it was not to be.

Orcs and Goblins had taken up residence in Moria since the original Dwarves that'd built it had vanished many years ago without a trace. This did not discourage the Dwarves, though, and so a mighty battle was fought for dominion over the ancient mine. A fiercer battle one could never hope to find if the stories were true but again misfortune found the people of Erebor when the leader of the Orcs, Azog the Defiler, strode forth, killing Dwarves with impressively few blows. Thror perceived this and believed that, if this large, pale Orc were slain, then the fighting spirit of the enemy might indeed be broken.

Again and again the exiled king of Erebor tried to slay the commander of the enemy forces but it soon became clear that, for all his vigor and determination, Thrain's father could not match the creature. This became ever clearer when, with a single savage swing, Azog separated Thror's head from his body. Raising it up for all to see, Azog then threw it in the direction of the king's son and grandson, hoping that it would crush their spirits.

Either that or cause them to become so overcome with a desire revenge that they would throw caution by the wayside.

In the case of Thorin the Orc was successful but what happened next did not transpire as the servant of evil had probably predicted. Instead of being made so weak by the desire of vengeance, Thorin found the determination to overcome daunting odds and, with a single cut, took the Orc's arm at the elbow. As the rest of the creatures carried their leader into Moria, the Dwarves rallied and crashed once more into their foes, filled with the hope that victory might still be possible.

And indeed they had won… but at a terrible cost.

Dead beyond the counting littered the battlefield, with only a few Dwarven survivors still standing with weapons in hand.

Faced with such ruin, the survivors of the people of Erebor retreated to bandage their wounds, mourn the dead and decide what to do next. With such great losses, reclaiming Moria from the Orcs and the Goblins was impossible and even the most thick headed of Durin's people knew it. Once more they dispersed, with many giving up on ever again returning to the grand life they'd once known living beneath the Lonely Mountain.

Not Thorin, though.

No, with his grandfather dead and his father missing in action, the last of the ruling family of Erebor, tragically crowned king, felt it was his duty to erase the foul fate that had been dealt to his people. However the first step in doing so, as far as the noble Dwarf was concerned, was to locate his father, whom he refused to believe had died during the Battle of Azanulbizar. It had been in Bree where the two of them had met and where he'd revealed to the King-in-exile the map entrusted to him by Thrain, along with a key.

With the secrets of the map and the key that went with it, Thorin's hope blossomed for, if they were careful and quiet, it might indeed become possible to reclaim the most valuable of treasures: the Arkenstone. While precious as any other gem mined from the mountain, it was also recognized by all the Dwarves across Middle Earth as the symbol of the King of Erebor's right to rule and request their aid.

Privately he admitted that his reasons for nudging the Dwarves and Bilbo down this path were not just to help the people of Durin reclaim what they'd lost. Signs had been appearing during his travels across Middle Earth and they troubled him greatly. While the forces of Sauron had never truly gone away, even after their master's defeat on the slopes of Mount Doom, their threat had been greatly diminished. Raiding parties and a scattered few wars had been all that had followed the Battle of Dagorlad, with many who'd pledged loyalty to the Dark Lord retreating to remote places.

The signs he mentioned? They were of creatures and warriors of darkness not seen for centuries being found in regions that they had not walked for a very long time.

Not since their Lord and Master waged his war upon Middle Earth over a millennia ago.

While he had nothing but his instincts to guide him, he felt that it was vital that the Dwarves retake Erebor since it would prove to be a precious stronghold with which to oppose the rising darkness. If they did not then Orcs, Goblins and all manner of evil would be able to move freely through those lands, greatly imperiling those that lay beyond them. Thus, despite the objections of his fellow Istari Saruman and the concerns of the two remaining members of the White Council, he was determined to do all he could to see Thorin sit on the throne of Erebor.

Hopefully, though, Thorin would not drive away the one member of their band that he believed would be vital in retaking the Lonely Mountain. While he would welcome the discovery that somehow Smaug had passed away in the years since claiming Erebor, he did not believe that they would be that fortunate. Thus the goal of stealing the Arkenstone out from beneath the beast was their goal and Bilbo was ideal for this. The Fire Drake knew the smell of Men and Dwarves all too well. With the sharp senses of its kind, the fire breather would smell the presence of the latter swiftly should one of them attempt to find what was needed. However the Hobbits were a race that was all but unknown to the peoples of Middle Earth, with the exception of those whose lands bordered the Shire.

If Bilbo was quick enough and silent enough, it was possible he could find the crystal undetected.

"I have never been so wrong!" Thorin declared as he embraced Bilbo in a hug. "In all my life!"

This brought smiles and cheers from all, though in his own case he merely grinned approvingly at the development. He had known from the beginning that the son of Thrain would need some convincing where Bilbo was concerned but he'd been confident that by the time they reached Erebor, all doubts would be laid to rest. Fortunately it appeared that saving the Dwarf's life while risking his own was all Bilbo needed to solidify his place in the company.

With this out of the way things began to look brighter indeed.

"I am sorry I doubted you," Thorin said with genuine regret.

"No, I would have doubted me, too," Bilbo said humbly in response. "I'm not a hero or a warrior… not even a Burglar."

All grinned a bit at the last part since it was the worst kept secret that no one in the company had believed for a moment that Bilbo was a professional thief. Nevertheless, they had accepted his reasoning that a Hobbit's small size and Smaug's unfamiliarity with the race would give the member of the Baggins family an advantage. Seeing the Great Eagles of Manwe fly off back to where they had been before he had sent a butterfly to request their aid, it made for a magnificent sight but, when something caught Thorin's attention, he knew something more relevant had been seen.

"Is that… is that what I think it is?" Bilbo asked, sounding unsure given that it was his first time seeing it.

"Erebor, the Lonely Mountain, the last of the great Dwarf kingdoms of Middle Earth," he replied as all strode forward to get a clearer view of their destination.

"Our home," Thorin said with longing and love.

"A raven," Gloin said upon hearing the chirping of a bird. "The birds are returning to the mountain."

"That, my dear Gloin, is a Thrush," he specified, having long since seen just about every creature that flew through the air in Middle Earth at one point or another.

"Well we'll take it as a sign," Thorin said, choosing to make something more out of the simple sight. "A good omen."

"Your right," Bilbo said with an optimistic expression. "I do believe the worst is behind us."

While his more optimistic side wanted to agree with the Hobbit, the more pragmatic side of his soul made sure he didn't forget certain details. One being that, while the Great Eagles might have taken them a fair distance away from Azog and his company of Orcs, it was by no means an insurmountable gap. With Wargs to ride it would likely only take the Defiler two or three hours to catch up with them and then they would be right back where they were a short while ago. Calling upon his knowledge of the area around Carrock, he remembered that there was a potential ally close by that was strong enough to make even Azog wary of carelessly approaching.

With a bit of luck and, assuming no more unforeseen dangers appeared, it would be their best chance of getting a period of rest before the next leg of their journey.

It was then that he noticed a speck of light appear a few feet above the heads of the collective company but it only remained so for a moment before expanding swiftly. The phenomena took on the appearance of a whirlpool of light containing multiple colors and being large enough in diameter that even he could walk through easily without having to bend over. Beholding it, he felt a slight flutter of familiarity at the sight but, when he sought out the source, he found he was having considerable difficulty. Normally any memory of relevance was easily summoned to the forefront of his mind, given the much shorter lifespans of most other races when compared to his own. For him to be having so much trouble, he could only presume that whatever was causing the disquieting sensation must have occurred quite far in the past.

However before he could further examine the mass of energy in the air, chance decided to add a few more curiosities to the one already on his plate.

From out of the vortex one form fell after another and all of them down atop Thorin and his band most unceremoniously. However it was as the number passed six that he received a crucial clue, though given what memories it brought forth, he almost wished that he'd remained ignorant.

"KALEIDOSCOPE, YOU BASTARD!" yelled a rather irate young man as four bodies in groups of two fell from the swirling mass of lights, before the magic vanished as suddenly as it appeared.

Hearing the groans of the Dwarves at the weight that had so unceremoniously found themselves at the bottom of a pile, he found himself tempted to do the same, albeit for very different reasons.

Then he spotted a piece of parchment pinned to the clothing of the stranger on the top of the pile written in Sindarin.

'All debts now paid in full - Kischur Zelretch Schweinorg'

Few temptations could be resisted forever and so he submitted to the one to groan.

A very exasperated and rueful groan at the memory of the being he'd once won a bet with.

 _ **Xander's POV**_

"Cordy, you know your threat to kill Kaleidoscope next time you see him, you now have a partner in crime," he said after rolling himself off of the pile of bodies he'd landed on to land on solid stone.

"Make that partners in crime," Buffy's muffled voice said as all involved in the dog pile worked to regain their footing. "There was no way that the asshole didn't do this on purpose."

"Buffy! Language." Missus S said, accidently stepping on someone's hand before reaching lifeless stone.

Watching as the gang disentangled themselves from the group they'd been unceremoniously dropped on by Kaleidoscope, he took a moment to look around and see where precisely they'd arrived at.

 _Well, it's… nice,_ he thought, taking in the stony outcropping he stood upon, along with the surrounding mountainous landscape around him. _Very outdoorsy._

Better than the wasteland or dangerous environment possibilities he'd first considered upon seeing that old bastard's portal but still a long ways from civilization if he was any judge. When he looked a bit closer at his immediate surroundings, he spotted an old man dressed in a grey robe with a pointy hat and a staff a little taller than he was. For a moment he thought that maybe the guy was a hermit or a wizard wannabe but, when a noise caused him to turn around, he had a feeling neither was the right answer. The pile had more or less disentangled themselves, allowing him to behold thirteen people a little shorter than Buffy had been pre-spell most of which had healthy beards on their chins. When added to the style of clothing and the various melee weapons, he could spot he had a sinking feeling he knew what sort of world they'd been dropped on.

"While I do not share your homicidal inclinations, Xander, I agree that man deserves a right proper thrashing next time we see him," Giles said, shifting between British and French accents. "The least he could have done was deposit us within a short distance from a town or city."

"Yeah, well, that wouldn't have been his style," he said as bits of Archer EMIYA's memories floated past the front of his mind. "The man lives for entertainment and new ways to have fun. Dropping us politely near a town would've been boring. Dropping us on top of a group of Dwarves is a lot funnier."

"Yes, Zelretch does have a rather… unique sense of humor," Mister Old Grey said, definitely sounding like he'd met Kaleidoscope before. "If I recall correctly, the best course of action is to slip away and find someplace else to be until he's left."

"Does it always work?" he asked, considering doing just that if the user of Second Magic ever showed up again.

"Well, most of the time," Mister Old Grey said, sounding uncertain about his option consistently working.

That was pretty much what he'd been expecting.

"Great! I get blackmailed into leaving civilization and what do I get for my noble sacrifice?" Cordy asked, stepping away from the Dwarves a bit. "Dumped in the middle of nowhere next to a second rate Merlin and a group of smelly midgets. I've changed my mind: death is too good for that bastard. I'm thinking a curse so bad, every time I enter a room people'll just shut up and get the hell out of my way."

Fortunately for all of them the locals didn't seem to take too much offense at the former high school queen's words but he had a feeling that was because they didn't understand most of them. They understood the tone of voice and the snark about smelling bad but all it did was cause a few of them to check themselves for body odor before looking like they were scheduling a bath in the near future. At this point he was thinking about doing the usual 'who are you' and 'where are we' questions but, as he let his gaze pass over the assembled group, his eyes locked on two anomalies.

A tall woman about the same height as Cordy but wearing what he could best describe as being a ladies horseback riding outfit with a skirt that opened in the front that had probably been designed early nineteen hundreds or late eighteen hundreds. A combination of crimson red and charcoal black, instead of looking strange it was in fact oddly nice. However when the woman turned her face in his direction he found the real reason she should be considered an anomaly.

He'd seen her in some real old school photographs and drawings Giles had showed them once they'd identified Spike after the Billy Idol wannabe first arrived in Sunnydale. The Watcher hadn't gone into much detail but rather had given them a brief overview of the infamous quartet of vampires known collectively as 'The Scourge of Europe'. Darla he already knew from Buffy's first year in town and he still grinned occasionally at the thought of the monster that'd probably turned Jesse getting dusted. The second had been William the Bloody, aka Spike, who had two Slayer kills under his belt and had been looking to add a third with Buffy. There'd been a third member but Giles had just said that they no longer needed to worry about that one.

The fourth member though was an insane lady vampire with the ability to get snippets of the future named Drusilla.

According to Giles, Drusilla had been presumed dusted by the Council after an incident in Prague caused the female vamp to be captured and tortured by some inquisitor wannabe.

Apparently she got better.

"Dru?" Angel asked in shock and with a little apprehension as he looked at the vampire.

Understandable because all it took was a look at the horizon to see that in this world the sun was still up, so any vampire exposed to it should be smoking before spontaneously bursting into flame. Angel had an excuse since he was now a hybrid between a heroic spirit and a human being but, if Drusilla wasn't smoking… that would…

"Kaleidoscope, you bastard," he muttered as he realized what the Wizard Marshall from another reality had done.

"You will be silent!" Drusilla snapped with great anger and surprising clarity. "I am no longer yours! Through the intervention of the Kaleidoscope I am myself again! Were it not for the promise I made to him, I would kill you right now!"

Wait. Did that mean what he thought it meant?

"You mean you're like us now? Soul and all?" he asked, deciding that instead of speculating he'd just find out by asking her.

"Yes. By the terms of the ritual that Ethan Rayne performed, I was changed and because the Kaleidoscope suggested it, my soul, my true soul, was returned to my body," Drusilla replied, speaking more calmly towards him but still glaring nukes at Angel. "It's not completely undoing the damage that monster did to me but I am far better off now than I have ever been before."

"Bloody hell," Giles gasped as his educated mind grasped what was being revealed.

It was definitely one helluva twist and perfectly in keeping with Kaleidoscope's unique (thank you GOD) sense of humor but that still left the other anomaly.

To his eyes, the second anomaly looked to be a girl right on the edge between early and mid-teens, with messy shoulder length, snow white hair and what looked to be a scar going over her left eye. Both eyes were open, revealing golden eyes, and the one on the left didn't look like it'd been blinded or damaged so he could only presume that whatever knife had done the deed hadn't cut too deeply. Dressed in something that could be called a black leather poncho that'd been through no less than fifty knife fights and, if he was right, he could spot leather boots beneath that went past the shins, though he couldn't tell how far. At the moment the girl was clinging to Drusilla's arm like a shy younger sister sticking close to her older sister for protection.

"If you're Drusilla then who's that?" Dawn asked bluntly and boldly while resting her now very real crimson and silver two handed grip longsword on her shoulder.

Placing a protective hand on the white haired girl's shoulder, it looked for a moment that Drusilla wouldn't answer but then resolve formed on her face.

"That… is a difficult question to answer," Drusilla replied, looking down at the girl. "In body she is like the rest of us, half Servant and half human, but in terms of mind as well as spirit, she is an amalgamation of many souls fused into one. One of those souls and thus part of her mind is… my Spike."

This pretty much silenced everyone originally from Sunnydale.

Then as one they all looked at the white haired girl like they couldn't quite make their minds accept the new information but when it finally clicked the reaction was pretty much identical.

Laughter.

Though it was to varying degrees, all of them they all couldn't help but find it humorous that the vampire called Spike, aka William the Bloody, had been turned into teenage girl. The vamp had always carried himself like he was some kind of badass and definitely indulged himself in the vices typical of a rebel and fighter. The fact that he had two confirmed Slayer kills beneath his belt had made the Billy Idol wannabe a genuine threat rather than just another vampire waiting to be dusted. While all of the Scoobies had faith that Buffy would eventually manage to beat him, none of them had felt certain enough to predict a date. To find out that he'd been reduced to a teenage girl in her early to mid-teens with a bunch of other souls tossed into what was probably a hodge podge of play dough… it was hardly what someone would call a respectable end to one member of the Scourge of Europe.

"Serves him right!" Buffy said once she got her laughter under control enough to speak. "Karma's finally come to bite him in the butt!"

"Couldn't have happened to a 'nicer' guy," Angel agreed with a smile that belonged on one who'd learned that a person he despised had been thoroughly dismantled.

He would've added to that, seeing as how he hated vampires with a passion, but when he looked once more at the little girl he saw something in her expression that he could never EVER imagine seeing on Spike's face.

The expression on her face was the same one he'd seen on Willow's face once when she'd been that age and surrounded by some particularly vicious bullies. Back then he'd managed to get there in time to break it up before his best bud had been driven to tears but it'd still been a near thing. Seeing it now on the white haired girl's face made him wonder how big Spike's fragment truly was. If it was only a miniscule amount, the equivalent of a single puzzle piece, then the Scoobies were being bullies to the majority of the new girl's soul.

He didn't like bullies.

He definitely didn't like the possibility of becoming one to someone who didn't deserve it.

"That's enough," he said firmly enough to halt the laughter and focus all eyes on him. "We've got more important things to worry about. Besides, it doesn't matter who she used to be. She's one of us now and has the same fresh start as any of us."

"A fine point, young man," Mister Old Grey said with a modicum of respect. "However I am afraid that discussions of that importance will have to wait. We must make haste away from here with all possible speed."

"What do you mean?" Missus S asked, sensing something important.

"My party and I are being pursued and, while we have managed to put some distance between them and us, I fear that Azog the Defiler will waste no time in crossing it," Mister Old Grey said with a seriousness that did not look fake. "Sadly he and those under his command are not the sort to refrain from harming strangers should your paths cross with his."

Great.

He knew he'd said this already but it still summed up how he felt.

Kaleidoscope, you bastard!

 _ **Two Hours Later**_

 _ **An Area of Rocky Outcroppings**_

 _ **Buffy's POV**_

"I don't see why we don't just find someplace defensible and just kill the Orcs," she said with irritation even as she had one hand on the hilt of the katana at her hip. "If we're all superheroes like that bastard said, we can do it if we team up with the beard brigade."

"Buffy, traditionally one would need both spears as well as the skill with which to wield them in order to prevail against cavalry," Giles said, clearly opposed to confronting the pursuing forces. "That and an environment that would force them to come at us from but one direction. Sadly only one of us has a spear and our environment is bereft of any rock formations the enemy could not circumvent. That does not even touch on the fact that, aside from vague descriptions, we know nothing about these Orcs or the beasts they ride. How would we ever determine where their hearts or brains were located? They could be placed somewhere completely different from what we know?"

Like in their butts?

Her mind shuddered at the possibility and, as much as she'd like to do otherwise, she had to concede that lack of info about the enemy and the right weapons made turning and fighting a bad idea. It was just that it went completely against her Slayer instincts, instincts that were very much intact even after changing species, were telling her to fight not run. Still, since her blonde locks had never been natural, she was smart enough to take good advice when it was given to her.

Most of the time. Half of the time? Whatever!

"Then there's the fact that, aside from some bits and pieces of memories from the people we dressed up as, we don't know what our new bodies can do," Xander said, looking ahead of them for the signal from Gandalf's group to advance to the next clump of cover. "I'd kinda prefer not to try and leap over tall buildings only to land on a sword by accident."

Yeah. Not a very respectable end at all.

She had to admit that, since they'd begun running behind the group of Dwarves, she'd been finding herself moving quicker even though to her mind she was putting less effort than was usually required for maintaining speeds like this. It made her curious to figure out what she'd be capable of if she broke into an all-out sprint. She knew that she was fast and Giles had mentioned one instance of a Slayer managing to reach over sixty-five miles per hour in a straight line. With the strength she felt in her body and the ease at which she was cruising along, she honestly felt as though she could easily beat that speed, if not double it. She had not yet had the opportunity to see if she could lift more than she used to but, if battle was in her future, she was sure that she'd get the chance soon enough.

It was an hour later when the group of twenty-four huddled in the middle of a collection of rocky outcroppings that obscured them from sight.

"We shall soon be forced to leave whatever cover stone could provide for us," Gandalf said, looking like he expected things to become more dangerous soon. "We will need to send a scout to see how close the enemy is so that we can decide whether to proceed or wait until they have moved on somewhat. Bilbo, go take a look."

"Me? Why me?" Bilbo asked, sounding a little surprised at being elected for the role of scout.

"You are small of size and proved yourself quite capable of moving about unseen, if your misadventure in 'Goblin Town' is any indicator," Gandalf explained, citing an adventure she knew nothing of. "You are the best suited to take a look about unnoticed."

"Mina will go as well," the girl that used to be Spike said, taking a step forward in volunteering her aid.

The Dwarves or Gandalf didn't look very certain that this was a good idea but in the end it was Xander who spoke next.

"She'll keep out of sight," Xander said with a reassuring grin on his face. "If I'm right, she's a master of the game 'Hide and go Seek'."

'Mina' smiled, giggled and nodded in agreement though to be honest it was in a slightly unsettling manner.

"Very well," Gandalf said, speaking for the group of Dwarves. "Be silent and be swift. We need only know how far the Orcs are from us and what direction they are heading in. Once you learn what is needed, return here."

With another giggle that would've sounded more at home coming from someone five years younger, Mina leapt to the top of the outcroppings before vanishing into the night. The quickness by which this was done startled all present and then, by some unseen coordination, all of them looked to Xander.

"I did say she was quite good at 'Hide and go Seek', didn't I?" Xander asked rhetorically, trying to keep his own surprise off his face.

Bilbo left as well soon after but with a great deal less speed and grace than what Mina had shown off minutes earlier.

The rest of them merely kept quiet and crouched behind the stone surrounding them so as not to be seen by their pursuers or heard for that matter. It was a tense time as all of them waited for any sign that their location had been discovered or that their scouts were returning. It was as she focused her senses to their utmost that between one blink and the next, lines appeared on the surfaces of just about everything and everyone in her field of vision. It wasn't a network of lines like a spider's web but rather like cracks in old stone showing its age. From what she could perceive, though, things like the Dwarves or her mother had more orderly looking lines than the rocks and the plants.

In all her time as a Slayer she had never seen anything similar through her eyes and the oddness of it all had her reaching out with her right hand for the stone at her feet to touch it with her fingernail. Then, as if driven by some inner impulse, she scratched her fingernail across one of the lines on the baseball sized stone, as though to cut into it only to see it shatter as though invisible blades had sliced it into six portions.

She stumbled back at the sight and, when she raised her gaze to look at the others to determine if they had seen the stone cut to pieces, they stared at her like she'd just sprouted a second head.

"Well, I guess that settles one thing," Xander muttered under his breath. "Might want to dial back the glowy eyes routine, Buffy. You're spooking the locals."

"What?" she asked before unsheathing her katana so she could use the reflective surface of the blade to see her eyes.

She almost dropped her weapon when she saw that indeed her eyes were glowing.

In both her eyes, the inner edge of her irises were bright pink while the outer edge was neon blue. The rest of her eyes were fine, still white and still black, and with her previous focus slipping the glowing light faded away until all that was left were normal hazel irises. Turning to Xander, she conveyed with her expressive face the question of 'what the hell' to the one person who might be able to tell her.

"Looks like you've finally come into your heritage," Xander said with a look in his eyes that reminded her of the times that the Scoobies had been forced to come up with a cover story, one that they silently asked the others to play along with when there had been no time for them to come up with one beforehand.

"What sort of heritage?" Gandalf asked with wary curiosity.

"Her family has a unique ability that pops up every other generation," Xander replied, doing a good job of sounding like this development hadn't been entirely unexpected. "It's called 'Chokushi no Magan', or the Mystic Eyes of Death Perception if you're not into dusty old books. A strong form of spiritual sight that depends on the wielder's perception of what is dead and what is alive. It lets them see lines in all the things they decide are alive and, if they cut one of those lines with anything, then that thing… well, you saw what happened to the rock."

"And if she were to cut a person?" Gandalf asked, looking like he felt the weight of Xander's words.

"I haven't seen it myself but it's apparently quite messy," Xander replied a little bit of disgust on his face. "Like the inside of a butcher shop's abattoir."

THIS caused similar looks to cross the faces of the rest of their group and her own as well but Xander was quick to act on this.

"Don't worry. If her eyes aren't glowing then she won't be able to see the lines of death on anything. Even if she cut them by accident with her eyes turned off, it won't kill anyone according to what her grandfather told me," Xander said reassuringly to all present. "It's like using a wand to cast a spell. You can swing it all you like but, unless you say the magic word at the same time, nothing'll happen."

This seemed to give the Dwarves peace of mind and the rest from Sunnydale relaxed a bit as well.

"How are these eyes usually used by her family?" Gandalf asked, though this time with a more academic interest.

"Mostly exterminating demons, though there have been a few cases of taking the odd human assignment under certain conditions," Xander replied, making it clear that the human assignments were rare.

THIS apparently was encouraging to the Dwarven group and perhaps even something they thought they could make use of.

 _Figures. I thought Xander'd done me a favor without knowing it,_ she thought as she slid her katana back into its sheath. _The kimono made me look like a Japanese princess, even if the costume came with a weapon. Instead I've gone from being one kind of Slayer to another kind of demon killer._

One with freaky eyes and the ability to cause stuff to fall to pieces.

She almost wished that she was still just an ordinary Slayer since that was at least a lot closer to being normal than this. The only thing that kept her from making that wish was the fact that, as an ordinary Slayer, she'd been doomed to die within a couple of years of being Called.

As she was now, she had no idea what the future held for her.

Now if only she could find the courage to hope for a future worth striving for.

Then everything would be perfect or at least enough to bring a smile to her face.

 _ **A Little Under an Hour Later**_

 _ **Willow's POV**_

 _It is SO weird having a tail!_ she thought, feeling it swish one way then another in response to her lingering anxiety.

Honestly everything about what she was now was weird but she'd chosen to focus on the tail since that was the most obvious difference from her former human self.

After the spell that had changed them all had come to an end, she hadn't been given a lot of time to focus on the changes made to her and it hadn't gotten any better when Gaia had started to wake up. Unlike the others, she'd been able to FEEL a power growing to wakefulness and thus had been more inclined to believe Kaleidoscope's words. When they'd literally been dropped on top of Thorin and his group of Dwarves, they'd had their new 'home' to concern themselves with as well as the people likely chosen to be their hosts for the foreseeable future.

Since they'd come to a stop and now awaited the return of their scouts, though, she had a chance to take stock of herself.

The first things she'd noticed was of course the tail sticking out of her just above her butt crack and the fact that her ears were no longer on the sides of her head but rather on the top. Both of them could move either on their own or if she told them to like she normally did her arms. However the hairs on both were sensitive to the wind, more sensitive than human hair, and occasionally when the wind blew extra hard or fiercely cold she could FEEL it. The fact that she could feel it in places that hadn't existed a week ago unsettled her.

The second thing she noticed was that her senses of hearing, smell and eyesight had been greatly enhanced beyond what was normal for a standard human being. It was unlike anything she'd ever experienced and she had nothing she could even loosely compare it to. Still, she remembered a few times glancing at Xander's comics and one of the heroes claimed to possess senses as keen as any animal's, so perhaps that was what she was experiencing. It was odd but she felt herself developing an interest in her improved senses. While not how she would have acquired them, it heartened her to know that now she had more than her brain to offer when it came to aiding her friends. With her animal-like senses she'd be able to detect trouble coming from much further away than any normal human could.

The third and last thing that she took notice of was the feeling of energy, both inside of her body as well as outside of it, that to her was akin to refreshing water. The energy inside of her body felt like the warm water used in tea while the water that she could feel in environment was more like the juice one would glean from a fruit or a vegetable. From Gandalf she could feel water of a much greater potency and the sensation she got from it mirrored what one would expect from a mountain stream. However when she directed her focus to the Dwarves, she felt… nothing; no she did not feel nothing but rather akin to what one might feel seeing a dry riverbed. The more she thought on it, the more she felt as though there SHOULD be water there but for some reason whoever first carved the rivers did not think to provide the liquid.

Her curiosity made her wonder what might happen if she were to find a way to provide that water.

Before she could think on the matter further, though, she heard the sounds of rushed feet approaching and, when she turned towards the source, her eyes could see Bilbo returning. When the short man reached them, Mina, the early teens girl, dropped down from the rocks above to land in a crouch before standing back up.

"How close is the pack?" Dwalin asked, as worried as the rest of them about the answer.

"Too close. A couple of leagues, no more, but that is not the worst of it," Bilbo replied, sounding like some other form of trouble had found them.

"Have the Wargs picked up our scent?" Dwalin asked, having come to a logical next step.

"Not yet, but they will, we have another problem," Bilbo replied, shaking his head urgently.

"What did you see, Mina?" Drusilla asked, likely hoping to get important information quicker.

"Big bear. Very big," Mina replied, sounding more curious than concerned.

"So he's still here," Gandalf said in a tone she could not decipher.

"You knew about this beast?" Bofur asked, sounding offended that this wasn't mentioned sooner.

"Yes," Gandalf said reluctantly as he stepped away from the group.

"I say we double back," Bofur said, sounding like he'd very much like to put some distance between the group and the new threat.

"And be run down by a pack of orcs before getting very far," Thorin said, rejecting that course of action.

She wished that she could come up with a helpful suggestion but she was completely out of her depth since she knew nothing about this new world or the forms of life that inhabited it. As a result she had nothing to contribute.

"Might there be someplace we can hide?" Giles asked, sounding hopeful of the possibilities. "A cave or perhaps an abandoned building?"

"There is a house, it's not far from here, where we might take refuge," Gandalf replied, turning back to look at the collective group.

"Whose house?" Thorin asked, looking like he wouldn't accept this as good until he knew more. "Are they friend or foe?"

"Neither. He will help us, or he will kill us." Gandalf replied, sounding quite grim.

 _Well, doesn't that fill you with confidence!_ she thought with a bit of snark that she must've gotten from Buffy. _Still, it doesn't sound much worse than Sunnydale usually got._

"What choice do we have?" Thorin asked his allies after they voiced their opinions on the matter.

As if the words spoken travelled further than was normal, a roar echoed through the night that spoke of both size as well as power. Her own sense of hearing was able to get a rough bearing on which direction the source was in and how far away it was from the group, with the latter being too close for comfort. Being a stranger to dealing with things big and powerful, she left that to Buffy, she was quite eager to put some solid walls around her.

"None," Gandalf replied, not liking the grimness of the situation any more than the rest of them.

"Then we'd better get going," Xander said, sounding like he was willing to give the house a chance. "The Orcs will find us soon enough. Running like hell for the house is the only chance we've got."

With that the group of twenty-four people broke into a sprint, with Gandalf in the lead, hoping beyond hope that they would arrive at the house and get inside before the Orcs caught sight of them once more. After all, unless the house was fortress of solid stone, it would do them little good to get inside only for their pursuers to surround them. Only if they vanished both to eyes as well as to nose long enough to approach the house and get inside would they be safe.

 _Times like these I wish I knew a spell that'd erase every clue we're leaving behind us,_ she thought as she did her best to keep up with the others.

Unfortunately that'd make things too easy for them and nothing had been easy for them since the spell had transformed them all into what they were now. Still, Gandalf looked to be your clichéd wise old man and perhaps wizard, so she would trust that he knew what he was leading them into.

If not then they would either learn quickly how to use their new abilities, abilities that would hopefully prove strong enough to repel the pursuing Orcs, or they'd all die.

Needless to say she'd stick with the more cheery and optimistic possibility.

It'd really, really, REALLY suck if they all wound up dead within hours of arriving in what was now their new homeland.

 _ **Nearing Mid-Day**_

 _ **A Smaller Forest East of Mirkwood**_

 _ **Cordelia's POV**_

"First I'm going to shatter every bone in both his arms and legs so he can't get away, THEN I'll start flaying his skin off bit by bit with a silver blade soaked in holy water and THEN I'll pluck out his eyes only to pour liquid blessed silver into the empty sockets!" she growled even as she felt her stamina begin to fail her. "And then I'll start getting INVENTIVE!"

"Less talking, more running!" Xander said from his position ahead and to the right of her, looking like he was faring a little better than her.

"Shut the fuck up, Harris!" she growled at him even as the sounds of wolves could be heard behind them. "This is all your fault! I had a perfect cat costume all picked out at Party Town but because of your fuckin' bet, my life's turned to complete shit! The only reason I'm not turning you into a stone statue is because I hate Kaleidoscope more and will need help bringing him down!"

"Hey! If I'd known what was going to happen I'd have gone with safer costumes!" he exclaimed back as they exited the forest and beheld the house that was their destination. "Maybe super spies or legendary demon hunters. Something that'd help keep Sunnydale safe."

"I'd still wind up as a freak!" she fired back even as felt renewed energy at the sight of the house. "One way or another you'd better pull your weight when the time comes!"

"Count on it!" he said with honesty that she could trust.

"To the house! RUN!" Gandalf yelled, reinforcing the urgency of things even though everyone already knew that taking their time would be a bad thing.

Arriving at the front door, the fattest of the hairy midgets threw himself against the door but 'surprise, surprise' it held up, even with that much lard hitting it. The other midgets joined in but fortunately Missus Summers was smart enough to see the problem and forced her way to the front of the group to work the metal mechanism on the door, finally causing it to open up. They rushed in as a group and immediately shut it behind them, being not a moment too late as her sense of hearing picked up the noise of something big, hairy and loud way too close for her liking and getting closer. With the sounds of the door being locked behind them she only heard the large creature try to push the doors open once before it let out a bellow of anger at its failure.

Then it plodded off hopefully to find someone else to bother.

"What was that?" one of the midgets asked as the group united in expressing their fatigue while only some of the Sunnydale natives sounded winded.

"That… is our host," Gandalf replied the worry in his voice lessened but still there. "His name is Beorn and he's a skin-changer. Sometimes he's a huge black bear and other times he's a great strong man. The bear is unpredictable but the man can be reasoned with. However, he is not overly fond of dwarves."

"He's leaving!" the midget that reminds her of a little boy just about to hit puberty said before turning away from the crack in the door he'd been looking through.

"Come away from there!" the midget with his hair, both on top of his head as well as his facial hair, done into ridiculous braids exclaimed before pulling the younger one away. "It's not natural, none of it. It's obvious: he's under some dark spell."

"Possible but unlikely," Giles said, managing to stop himself from reaching for his now nonexistent glasses. "I have seen similar beings where I live and it is not a curse. Also, if this Beorn were of a shady disposition, he would not have stopped battering the door until he got in. The fact that he has retreated shows that he has some control over himself in his bear form and is at least somewhat reasonable."

"Indeed. He's under no enchantment but his own," Gandalf said, looking pleased at having some backup. "Now let us get some sleep. All of you. You'll be safe here tonight."

Now with the threat of the Orcs and the big bear dealt with for the time being, she was now able to take in her surroundings better and did not like what she sensed. Thanks to the spell she'd been given enough clues about who she'd been turned into to know that taking off the visor that blocked her eyes was not a good idea. The myth of Medusa, after all, said anyone who looked her in the eyes would instantly turn to stone and she had no desire to be left on her own with only stone statues to look to for company. That left only her other senses to detect the world around her and, whether it was luck or some subconscious instincts, that aided her she'd managed to keep from turning into a complete klutz or spaz.

However, with senses so sharp, she now found herself submerged in all sorts of foul smells that appeared to be a combination of a football team's locker room and the barn she'd been to in order to take the riding lessons daddy had insisted she take. She was being asked to sleep HERE?! Shuddering a bit in disgust she walked through the barn slash house, searching for the least dirty or smelly spot in the entire structure. It took her probably the longest out of the entire group but eventually she found a spot big enough for her to lay down on and was clean enough that she wouldn't get barn crap on herself. Grabbing what looked to be a decent enough length of cloth from nearby, she lay down on the ground, draping it over like an improvised blanket, using her left arm as an improvised pillow.

It was still uncomfortable as hell and absolutely no replacement for her own bed back home in Sunnydale.

Yet another reason to search for a suitable way to kill Kaleidoscope the next time she 'saw' him.

Once this current mess was dealt with and she knew enough about wherever it was they'd been dropped, she'd head for the closest thing to civilization she could find. Once there she'd find some rich fop who'd be so taken by her good looks that he wouldn't hesitate to shower her with luxuries in exchange for the prize of dating her. If one of the rich guys she wound up dating turned out to be nice enough, she might even accept a marriage proposal from him so long as he had no unacceptable flaws. If she was going to be stuck in this world bereft of the simplest of luxuries that she was used to, then she was going to find her way to the very top of the social heap and stake her claim there.

It was the only way she'd stay sane in her current situation.

Once settled in the spot she'd chosen for herself she looked about the room to see the others likewise choosing spots to sleep but sadly a lot of remaining spots put the midgets too close to the livestock in their stalls. She had to snort at the stupidity of combining a house with a barn, since it had to violate all sorts of health and safety codes, not to mention every other farmer she knew of kept the two things separate. For the most part the midgets kept to themselves, as did the everyone else from Sunnydale, but given the limited room it was hard finding enough space to really stretch out. Dweebus had been forced to sit in one of the available chairs and sleep there but, considering what he usually did in history class back home, he'd manage it well enough.

Shrugging with indifference about the comfort and well-being of the others, she closed her eyes behind the visor she wore, tucked the improvised blanket as tightly around her as she could manage and then tried to fall asleep. If she was fortunate, the moment unconsciousness took her here she'd wake up back in Sunnydale with the entire episode leading to her current predicament reduced to a nightmare produced by some undercooked food.

Given how bad and creepy things usually got when Summers and her friends were around, she wouldn't hold her breath.

Instead slow slumber took her but it would not be a peaceful slumber.

No.

Instead images, information and memories would float up from her subconscious, showing her a world she'd never been to as well as a life she'd never lived. Images of two girls, children yet divinely perfect, with a strong sensation of a familial connection existing between the three of them. A memory of the love of a people turning to hate before all three of them suddenly found themselves left on an island with nothing save what they could cultivate for themselves. From that point forward a deep and terrible feeling of loneliness swept over her dreamscape, never ebbing for more than a few moments before regaining its former strength.

Still they had each other and that provided some balm to the loneliness… until humans sought to kill her and separate her from her sisters.

Bitter and angry at the unwarranted hostility that had been forced upon her by the humans, she did not hesitate to strike at them when she saw them, both for personal gratification and to protect her sisters.

More and more the dream progressed with the blackness of her anger and the growing divide between the sisters until all but one thing vanished from her mind's eye for her to see.

A single eye, black at the center but rimmed with glowing crimson light at the edges, filled with an unquenchable hunger and a hostility to all who trespassed in its territory.

With a scream that was only partially muffled she woke from her dream, her breathing quick and a light sheen of sweat on her skin.

"What the hell was that?!" she asked herself, barely remembering to keep it to a whisper rather than yelling it loudly enough for all in the house slash barn to hear her.

She could not attribute it to undercooked food to her regret, so she could only assume it had something to do with how she'd been changed by that Bastard. It wasn't enough to find herself with purple hair and a very good reason not to remove her visor but now she couldn't sleep without getting flashbacks of Medusa's life!

Would she ever get another good night's sleep?

Would she ever cease to hate her new circumstances?

Somehow she came to believe that sweet slumber would not come to her for many years indeed.

Only after much toil and hardship would she finally find peace while she still breathed the air of the living.


	3. Forest of Safety, Forest of Peril

Disclaimer: I do not own any of the copyrighted materials contained herein. They are the rightful property of their respective creators and/or associated companies. I make no profit from this whatsoever and I have no intention of changing this at any point in the future. I write because it's fun and because there are those who enjoy reading my stories. Therefore no lawsuits or similar legal action against me please because I doubt you'd get enough money from me to make it all worth it.

 _ **The Next Morning, Beorn's House**_

 _ **Xander's POV**_

THUNK!

That was the noise that woke him from his slumber but fortunately he wasn't so startled that he was at risk of falling out of the chair he'd chosen to fall asleep in. Not that there'd been any other decent places to sleep in the house that also served as a barn, given the sheer size of the combined group of Thorin's band and the Sunnydale survivors. Still, he'd slept in worse ways than in a chair so it hadn't taken him too long to fall asleep.

However, much like he suspected it'd been for the others, his sleep had not been a pleasant one. With their minds no longer occupied by running and hiding or anything to do with being awake, their brains had been free to deal with their new baggage from Kaleidoscope and Rayne's spell. While it would've been nice for the Scoobies and others to only have to deal with the physical changes they'd undergone, he'd known from the moment the spell ended that there was more to it. The moment he was able to identify Kaleidoscope, he'd known he had extra info in his head because a picture in a Japanese manga was too different to a real live person to make a positive I.D. The time they'd spent running alongside Thorin's group had only given him more moments to tease some info from the depths of his mind and they confirmed the truth.

Of the ten Servants they'd dressed up as and partially been transformed into, they also had inherited mental aspects ranging from memories to mannerisms.

Many of the heroic spirits to whom they were now connected were good people for the most part, even if he didn't know which Servants Drusilla, or 'Mina', had dressed up as. It was a solid fact that no heroic spirit summoned by the Holy Grail responded without a wish of their own they would like granted. For almost all of them it required that they defeat all the other Servants but for Archer EMIYA, his desire had only required that he be summoned at all to the point in time he desired. He knew from reading the manga that Artoria responded in the hopes that she could prevent her younger self from pulling Caliburn from the stone. For Medusa he imagined it was to somehow save her sisters from her Gorgon form, or at the least bring them back to life. The list went on and on from there. He had no doubt that last night many of the changed people of Sunnydale had been subjected to the dream distorted memories of their fictional counterparts.

While it had been difficult for him to see Archer EMIYA's life, the tragic attempt to save everyone as a true champion of justice, it had not been so bad so as to waken him from his sleep.

THUNK!

 _Hopefully everybody's gotten enough sleep to make it through the day okay,_ he thought as he got up from his chair to see what was going on.

Seeing a good many of the group crowded around ever window and crack on the left side of the house, he plodded on over to the closest one that he wouldn't have to shove anyone away from to get a look through himself.

"I say we should leg it," Nori said, sounding like he was a little short of courage at the moment. "Slip out the back way."

"I am not running from anyone, beast or no," Dwalin said, sounding like every soldier upon hearing the suggestion to flee from a fight.

Peeking through the window he saw a man dressed only in pants chopping wood outside, very tall, and making him draw comparisons to the X-Man Wolverine at least in terms of hairiness. Still, with the way the man was wielding the axe and the evident muscles, it was a safe bet that only someone of equal strength or reduced intelligence would dare approach such a person. The fact that the man could transform into a giant bear was a concern seeing as how normal bears were said to be capable of killing a human being with one swipe of its paw. If the man was as strong as he thought in either form then pissing such a man off was the last thing he wanted to do.

"There is no point in arguing. We cannot pass through the wild alone without Beorn's help," Gandalf said, cutting through the discussion before moving towards the door. "We would be hunted down long before we reached the forest."

"I assume you are referring to the horses he has?" Giles said, looking away from the window to gaze upon the wizard. "Indeed, if he would agree to loan them to us we could put considerable distance between us and our pursuers."

"That is the plan," Gandalf said, turning back once he reached the door. "This will require delicate handling. We must tread very carefully. The last person to startle him was torn to shreds. Bilbo? Come with me."

After having gotten a look at the large man, he had no doubt that the man outside could tear an average person to shreds either as he was or as a large bear. While there existed a chance that the twenty-four of them could indeed overcome the axe wielder in terms of sheer number, he didn't think that they could do so without at least a couple of them dying and the rest being seriously injured. Better to try it Gandalf's way in the hopes of ending things peacefully rather than with violence.

"I will go first with Bilbo," Gandalf said, waving the Hobbit to his side. "The rest of you do not come out until I give you the signal."

"Right. Wait for the signal," Bofur said efficiently, not looking like he was about to toss aside the advice of a wizard.

"No sudden moves or loud noises and don't overcrowd him. Only come out in PAIRS," Gandalf said before looking over at Bombur. "Well…,er, Bombur, you count as two, so you come out by yourself. REMEMBER… wait for the signal."

With that the wizard and the Hobbit left the house-slash-barn to try to open a dialogue with their host but there was one little detail that had not been explained.

"What's the signal?" Bofur asked, sounding like it might've been something he'd accidentally missed.

Too bad the rest of the house's occupants were equally clueless on that matter.

 _Guess old age gets even powerful wizards,_ he thought even as he smiled at staff wielder's joke about Bombur's size.

If the large Dwarf didn't mind then he didn't either.

"I could probably take him by myself," Dawn said from her spot near the window. "As a bear he'll be strong but stupid. As he is now he'll be smart but with no armor and just that axe I could bring him down in under ten swings of my sword."

"We're not taking anyone down, Dawn," Missus S said disapprovingly at her youngest's idea. "We aren't thieves or murderers."

"It was just an idea," Dawn said, looking a little bit guilty and sorry at her mother's chastisement.

"Let's keep it in reserve in case Gandalf's efforts fail," Thorin said, exerting his command over the rest of them. "Master Giles was not wrong when he said that the horses would be useful in evading Azog and his Orc band. If we cannot acquire them through words we may have no choice but to gain them by force of arms."

He only frowned at this unable to find fault with the man's words but not feeling comfortable with the idea of killing Beorn for his horses. Better to simply find a way to immobilize the man or render him unconscious then take the horses they needed. From what he'd heard from Gandalf, they'd be going into a forest soon enough and such a place wouldn't be the best place for horses, especially if Azog decided to follow them inside. The horses could be set free once they got to the forest's edge and could likely find their way back to their keeper easily enough.

"Now!" Bofur declared from his spot by the window. "Gandalf's given the signal!"

After a bit of nonverbal debate Dwalin and Balin were the first to exit the house, looking like they were doing their best to appear nonthreatening and friendly.

Funny how whenever someone tried to do that they tend to screw things up.

From there things just snowballed until he and Willow exited the house to show themselves. Judging from the look on Beorn's face, it didn't look like he was happy but he also didn't look like he was about to use the axe in his hands to chop them all in half. As for Gandalf, it looked like the wizard was beginning to realize how big a trip up he'd made by exiting the house before clearly stating what the signal to begin trickling out of the house.

The old man looked a lot like Giles often did after hearing the nickname 'G-Man' after a particularly trying day of being a high school librarian.

It was as he waited to see what would happen next that he noticed an odd look cross Beorn's face and, when he followed the skin-changer's gaze, he found that it was centered on the fox-girl standing next to him. He pondered this for only a moment before he realized the reason for this.

Beorn possessed the ability to change into a large bear whenever he wanted to and, if his suspicions were correct, Willow might possess a similar ability to change her form. Even if she didn't, the master of the house probably assumed she could with the ears atop her head and the tail swinging behind her and this was enough to spark his interest. Perhaps he thought she was of the same race as him or at least one that was similar in one way or another. In any case it seemed to dispel a fair amount of the man's hostility so he took this to be a good thing. Perhaps if Willow endorsed any offers Gandalf made, Beorn would be more inclined to agree to them.

 _If he tries to put any moves on her, he's gonna be disappointed,_ he thought with a bit of steel. _One way or another._

It might've been only a matter of time before everyone found someone whose company they enjoyed enough to call them lover but he seriously doubted that Beorn was Willow's type. Not that he had a lot of experiencing figuring out what his best bud's type was in the first place but tall, strong and hairy didn't feel like a good match from his point of view. Unless Willow made it clear herself that she wished to see where the affections of Beorn would take her, he would discourage the skin-changer's efforts to woo the fox-girl.

Hopefully without anyone being torn to shreds.

 _ **Inside the House-Barn**_

 _ **A Few Minutes Later**_

 _ **Giles' POV**_

"So you are the one they call Oakenshield," Beorn said as he poured fresh milk into Fili's mug. "Tell me, why is Azog the Defiler hunting you?"

"You know of Azog?" Thorin asked with mild curiosity. "How?"

"My people were the first to live in the mountains, before the Orcs came down from the north." Beorn sat down in a chair big enough for two average humans to sit on. "The Defiler killed most of my family, but some he enslaved. Not for work, you understand, but for sport. Caging skin-changers and torturing them seemed to amuse him."

 _Though we may be in a world quite different from our own, evil still exists to practice cruelty,_ he thought with grim thoughts as he imagined what Beorn must have been through.

He felt an anger bubble up within him at the idea of any intelligent race being tortured for the amusement of another. The anger wasn't like a torch or a campfire or even a forest fire like many people described the emotion, but rather like a flowing mist that spread outwards from the core of his being. It cemented his already strong position that if they were ever forced to engage the Orc's in combat he would see a terrible revenge visited upon each and every one of them.

"There are others like you?" Bilbo asked with innocent curiosity.

"Once, there were many," Beorn replied without feeling.

"And now?" Bilbo asked, seemingly ignorant of the sensitive ground he was stepping upon.

"Now, there is only one," Beorn replied before glancing at Willow almost too quickly to be noticed.

An entire race of people reduced to but one and, if Beorn failed to find a suitable mate with whom to sire a healthy amount of children, then the skin-changer race would vanish with him. He knew not how many there needed to be in order to be called a race but he imagined that at the very least there would need to be several hundred, if not over a thousand. Yet, thanks to the evil and cruelty of Azog and the Orcs, they had been reduced to one. He could see in Beorn's eyes, on his face, that he hated Orcs as much as Xander hated vampires, if not more so, and wished more than anything to return the pain he'd been forced to endure back upon the monsters responsible. However the man numbered only one and, despite what strength he might possess, Beorn would lose when faced with superior numbers. Even if the man chose to employ hit and run attacks rather than direct combat, evil was not stupid and would eventually devise a trap cunning enough to slay him.

But with help perhaps…

 _NO! I am Rupert Giles, NOT Edmond Dantès!_ He closed his eyes to cool the anger within him. _I will NOT fall into the same pit as him._

It was, after all, an important part of the story how Edmond in the pursuit of his vengeance destroyed the man he'd once been and ruthlessly carried out his revenge, regardless of who might've been hurt in the process.

He would not be so foolish, not when so many would be depending on him to help them in this strange new world.

"You need to reach the mountain before the last days of autumn?" Beorn asked, recalling a part of Gandalf's opening explanation of their purpose.

"Before Durin's Day falls, yes," Gandalf replied with a nod, confirming the man's statement.

"You are running out of time," Beorn said, stating the obvious that all present already knew.

"Which is why we must go through Mirkwood," Gandalf said, naming the route they would take in the interests of time.

"A darkness lies upon that forest. Fell things creep beneath those trees," Beorn said with moderate disapproval. "There is an alliance between the Orcs of Moria and the Necromancer in Dol Guldur. I would not venture there except in great need."

This gave him pause.

During their fleeing from the Orcs last night he had been told the general parts of Thorin Oakenshield's quest: to travel to his old home of Erebor and reclaim an artifact known as the Arkenstone, with which to rally their people to defeat the dragon roosting there. A dangerous mission in and of itself, with the reason for their haste being the need to locate a hidden entranceway inside since the main one was not available to them. It felt reckless to him to travel through a forest infected by a darkness capable of causing one so large concern, but both Thorin as well as Gandalf had been resolute when they mentioned the 'forest' that was their destination.

He could only presume that they truly believed there was no other way to reach Erebor in time.

Nevertheless, he would be extra wary once they entered this 'Mirkwood' and pray that the ten from Sunnydale would not be put to the test in battle.

"We will take the Elven Road," Gandalf said, sounding cautiously optimistic. "That path is still safe."

"Safe? The Wood-Elves of Mirkwood are not like their kin," Beorn warned, not being so optimistic with regards to the path's safety. "They are less wise and more dangerous. But it matters not in the end."

"What do you mean?" Thorin asked with audible worry in his tone.

"These lands are crawling with Orcs. Their numbers are growing and you are on foot," Beorn replied, citing numbers and speed as their enemies. "You will never reach the forest alive."

Rising up from his chair the skin-changer began to stalk around the table the Dwarves sat beside, lightly glaring at each of them in turn.

"I don't like Dwarves. They're greedy and blind, blind to the lives of those they deem lesser than their own," Beorn said before coming to a stop next to Thorin. "But Orcs I hate more. What do you need?"

 _Not very virtuous, two parties coming together out of mutual hatred rather than honorable intentions, but given our current situation it will have to do,_ he thought with acceptance somewhat reluctant.

"Horses and whatever supplies you can spare," Thorin replied, citing the two things that would be most beneficial to their quest.

From there matters fell into discussions of the minimum number of horses that could speedily transport all twenty-four of them the distance behind Beorn's house and Mirkwood. Factoring in the weight of the supplies in addition to the people, it turned out that they needed every horse the skin-changer had. Even then there was some worry that the strain of carrying all of them might cause the animals to use up all of their stamina before even reaching the forest. Mostly this was due to the armor that Missus Summers and Dawn wore, since both of them wore sturdy armor while the rest of them were clad in decidedly lighter clothing. When added to the supplies he could see why some were worrying.

"Too bad we don't have real Eirei abilities," Xander whispered to his left as the others spoke. "They could change their clothes with a thought and make their weapons appear or disappear just as easily."

"It would indeed have been convenient to have such an ability," he whispered back with a slight nod. "Perhaps we do and simply know not how to access it. If we ever get the chance to experiment, we can find out for sure. For now, though, we make do with what we have."

The Watcher in him wished that they could gain more than a night's respite, preferably a week if the deities of this world were so inclined, so that they could truly grasp the abilities and limitations of their new bodies. So far all that he had been able to ascertain was that to varying degrees all of them possessed physical prowess beyond what even the finest normal human athletes could manage through years of diligent training. Such physical abilities would serve them well but only if they possessed the knowledge and skill necessary to use them to their fullest potential. Then there were some threats that were immune to physical strength, that could not be outrun and might well outlast them all in a contest of stamina.

There might indeed be some threats that only the supernatural powers, Noble Phantasms he believed Xander referred to them as, could defeat.

The sooner they learned how to muster these great powers, the safer he would feel.

Even if they did turn out to be dark in nature.

 _ **The Elven Gate of Mirkwood**_

 _ **Mid-Afternoon**_

 _ **Dawn's POV**_

"So this is the forest you wanted us to get to so quickly?" she asked, taking in the dark wood and twisted branches. "Doesn't look very safe. More like something put together by a dark wizard."

"This part of Mirkwood is not like the Greenwood of old. The very air of the forest is heavy with illusion," Gandalf replied seriously as he strode through the arches of an obviously artificial nature. "It will seek to enter your mind and lead you astray."

"Lead us astray? What does that mean?" Bilbo asked, obviously worried by what he'd just heard.

"It means that no matter what you must stay on the path," Gandalf said, approaching a vine-covered stature just outside the forest proper. "If you stray from it, you will never find your way back to it."

"Well, that's just great," Buffy muttered, keeping her discontent mostly to herself. "Wolf riding monsters coming up behind us and a haunted forest ahead of us."

While she didn't like the idea of going into the woods, either it would be to their advantage to do so, even with the place messing with their minds. Once inside, their pursuers wouldn't be able to surround them or even use their mounts, really, since the forest had obviously been left to grow where it wanted to for decades. As such their foes would have to follow them on foot and, unless the group's luck sucked even worse than usual, even the Orcs would be affected by the illusions within.

Not an ideal situation but one that could be used to their advantage.

Watching as the wizard pulled some vines off, she could tell instantly that something he saw bothered him greatly. She was too far away to get a good look at the spot on the statue that'd shocked the old man but, as a general rule, anything that unsettled a Merlin-wannabe was usually bad. She started to advance towards the old man to ask him what was going on but she didn't go more than a few steps before he turned and walked back the way he'd come.

"Set all but one of the ponies loose," Gandalf ordered as he passed through the wooden archway. "Let them return to their master."

"Are you sure there's no other way to get to Erebor?" Bilbo asked, sounding as though he was against letting their fastest mode of transportation go so soon.

"Not unless we go two hundred miles north or twice that distance south," Gandalf replied as he reached the side of his horse.

"We've lost the Orcs for now but they know where we're going," Dwalin said as he finished pulling their supplies off of his horse. "But out in the open they'll find us again soon enough."

When all saw Gandalf remount his horse, their suspicions about his intent turned into surprising truth.

"You're leaving us?" Bilbo asked, a bit of betrayal in his voice.

"I would not do this unless I had to," Gandalf replied earnestly as he turned his horse away from the forest.

"What do you mean by that?" she asked, not liking the idea of their most knowledgeable source of information running off on them.

While she knew they'd still have the Dwarves, most of them looked rather specialized in their knowledge whereas the wizard, to her ears, had sounded as though he'd been just about everywhere. If something had come up that had him leaving them for serious reasons then she wanted to know what they were.

"Recently a fellow Istari, Radagast the Brown, uncovered something with troubling implications," Gandalf replied, looking at her with eyes she'd seen in both her sister as well as in Giles. "Something moves in the shadows hidden from the eyes of the world and every day it grows in strength. I must determine what it is for certain ere it grows too strong to be overcome."

She had a feeling that the wizard was deliberately downplaying his worry so as not to wind up needlessly distracting any of them from the more immediate dangers.

Still, something scheming in the shadows, it wasn't something you left to its lonesome for very long if you didn't want to be up to your neck in shit later on. Unbidden she got the impression that Mordred had been the same way before her heart had been blackened by Arthur's refusal to acknowledge her as next in line for the throne. The daughter… son… whatever of King Arthur had been very straightforward in her approach to chivalry and so was she when it came to her opinion of things. If Gandalf thought that this unseen threat needed to be investigated then she had no problem with it.

"Then go," she said, letting her confidence ease the worries of those who needed reassuring. "We'll get through this forest and get to the mountain. Just make sure to catch up with us soon, okay?"

"Do not worry. If all goes well I will be waiting for you at the overlook near what was once the city of Dale," Gandalf said with a measured smile on his face as he turned to Thorin. "Keep the map and the key safe. Do not enter the mountain without me."

With that the wizard took off on his horse even as the others that'd been set free rode off on their own back towards Beorn's home.

"Come on. We must reach the mountain before the sun sets on Durin's Day," Thorin said as he took the lead towards the entrance to the forest.

"Wait!" Xander yelled before jogging up to Oakenshield.

"What is it?" Thorin asked, sounding a little irritated at the delay.

"If the forest is so thick with illusion then wouldn't it make sense to position people who can shrug it off best where they can make sure we stay on the path?" Xander asked in response, sounding like he had an idea.

"And you would be one of these people?" Thorin asked, sounding open to the idea if a little skeptical.

"No. The ones I'm talking about are Dawn, Joyce, Cordelia and Buffy," Xander replied after shaking his head. "They're either wearing armor that protects them against magic or they have it in their blood. The way Gandalf said that the illusions'll try to get into our heads and trick us off the path makes me think the illusions aren't made by pollen or rotting sap. It's gotta be magic."

"A cunning strategy, Xander," Giles said, putting forth his support of the plan. "One far more sure to succeed then casually entering this forest without one."

"Very well. We will place one in the lead and then every sixth will be one of the remaining three." Thorin said, nodding in agreement with the suggestion. "Should anyone stray even a little they are to be brought back onto the path. With force, if necessary."

While none liked the idea of force being required to keep them on the path, none could dispute the reason for it. A forest filled with illusion that'd actively try to coax them into getting lost, never to walk back into the open air. If this plan was the only way that they could combat that then she was all four it.

Her mother took the lead, followed by Buffy and Cordy, leaving her to take up the rear of the group, letting her walk right behind Xander. This was good because she wanted to know how he knew, or rather thought, that this line up would improve their chances. Before she could open her mouth to ask him, though, he subtly turned his head and with a look told her he knew what she would ask him.

"Both in the manga and in the computer game source material, Mordred, Artoria, Medusa and Shiki are all stated as having A class magical resistance," he whispered in explanation so that only she would hear him.

"But Kaleidoscope said we'd at best have two thirds the power of the Servants we dressed up as," she pointed out, remembering the bastard's explanation. "And that'd probably only be after a lot of training and time."

"I know but I'm hoping that that means you'll at least have C class magical resistance and that's better than nothing," Xander said, agreeing with a nod but still having some optimism. "You're better off than I am, at least. Archer EMIYA only had D class magical resistance and that means I'm no better off now than I was when I was one hundred percent human."

"Well, you'll have me to keep you on the path, so don't worry," she said with a grin of reassurance.

Returning her grin, he returned his gaze forward as they entered the forest proper.

Almost as soon as they did though she could feel something pressing in on her mind but she treated it the same way she treated fatigue when she wanted to stay up late or when she was determined to do something despite having a headache. The Summers family stubbornness kept most of the forest's mojo on the outside but it wasn't until she made an offhand mental command that caused parts of her armor to reshape into a helmet that things became bearable.

With her mind only minimally hampered by the forest she focused on keeping the people ahead of her from wandering off as well as making sure herself that they were still on the path. It was kinda hard to do since it soon became clear that said path hadn't been properly maintained in decades, meaning she had to foot sweep leaves as well as other forest detritus aside to see the stones beneath. Along the way it soon became clear how potent the mojo of the forest was when it took mere minutes for the Dwarves and even some of the Sunnydale crew to start getting a little loopy. Oh, they could walk fine and everything but even someone with zero medical experience like her could see that their minds were not the clearest.

Fortunately Xander's plan seemed to be working since, anytime anyone started wandering off, it usually only took a few stern words or at worst some arm grabbing to get them back.

However when they got to the bridge that Gandalf had told them to cross they ran into a bit of a snag.

Sometime between when the wizard had last been to this part of the woods and now the bridge had given way, leaving a very large gap in the middle. No way were the Dwarves or Bilbo going to be able to jump across it on their own.

"So… we finding another way across or do we grab a Dwarf and try jumping to the other side?" she asked, seeing the latter as the most expeditious route of the two.

"NOBODY carries a Dwarf!" Thorin bristled, clearly offended by the idea of being picked up like a sack of potatoes.

"Look, you're the one who wants to get to that mountain sooner rather than later," she said, narrowing her eyes at him. "The shortest path between two points is a straight line. Unless you've got a better idea for getting across that gap, you're getting carried."

"Maybe… maybe not," Xander said as he walked up to the edge of the bridge. "I might… be able to do something."

"Like what?" she asked, not sure what Xander could do on his own.

After all wasn't like he could magically fix the bridge.

"Trace on," he muttered in response before crackling neon green energy began to dance up and down his arms.

Needless to say everyone who was even remotely close to him backed away and it was a good thing they did because as time went on the energy began to reach outwards from the arms at least a good ten feet. It only got worse when her crush and friend began to show signs that he was feeling significant strain and pain as a result of whatever he was doing. Seeing Miss Calendar looking worried and trying but failing to speak, she almost stepped forward herself in order to stop whatever Xander was trying to do but it was too late.

Raising his arms above his head, Xander, through sheer force of will, seemed to be concentrating the energy in an area just big enough to serve as an improvised bridge for them.

"RUYI JINGU BANG!"

The energy above him crackled with potency before releasing a flash of light that caused all to close their eyes for a few seconds.

When they opened them though she and all the others found something bridging the gap between the two sides of the bridge that had not been there before. At first glance one might think it a pillar used to hold up the roof of a house but, upon closer examination, it was far too fancy for that and possessed characteristics of a weapon used in battle. However there was no way anything human or demon could possibly wield something so large.

"Everyone…get across…hurry!" Xander gasped out, sounding like the pillar he'd created was only being kept in this world by the strength of his willpower.

It took a moment or three for the group to snap out of their awe but when they did none of them dawdled in using the pillar to cross over to the other side of the foul looking river. However it was when just she and Xander were on the wrong side that the now white haired Californian teenager's strength failed, causing the pillar to disintegrate into grains of blue sand before vanishing entirely. Seeing her crush begin to collapse, she quickly moved to support him and, when his head rose, she could see that, while greatly fatigued, he had not lost consciousness just yet.

"Neat trick, Xan," she said before bringing forth all her strength to leap the gap to the other side of the bridge. "Just… don't do it again soon. I don't think you've got the juice for it."

"Nope. Definitely…don't," Xander said as she walked and he plodded towards the waiting party. "Soon as we're…out of this forest…I'm taking a LONG nap!"

"Sure thing," she said, having no problem with that and privately hoping it wouldn't take them too long to reach the other side of the forest.

She knew that if Xander had been of clear mind he never would've tried something that'd exhaust him, even if it had helped them cross the bridge safely. She could only surmise that the fog that the forest had poured into the heads of everyone with a lesser resistance to the mojo had impaired his judgment quite a bit. If any of the others who did not possess her level of resistance did the same, then their pace would slow considerably.

Looking at the twisted trees and the ominous spider webs she saw, she fervently hoped that they didn't have to spend the night in these woods.

With such atmosphere she was all but certain that some sort of hellacious critters would come calling and that she knew not the form they'd take only made her worry more.

 _ **Deeper in Mirkwood, Still on the Old Forest Road**_

 _ **Xander's POV**_

"Feeling any better?" Dawn asked from her position beside him.

"A little. Still feels like one of Coach Thompson's gym classes but it's getting better," he replied, remembering the few times the football coach had subbed for the gym teacher.

To the coach it didn't matter if you were his star player or the absolute fattest and out of shape student in the school: he would push you to your limits and then force you to take five steps past them. While Principal Flutie could be counted on to intervene when the buzz cut older man went too far, ever since Snyder had come to the school the little troll was content to ignore everything, even when he was right in the room and it was happening right before his eyes.

As a result, with the exception of Buffy and a few others, the entire class never failed to stagger out of gym class exhausted and feeling sore all over from the workout they'd been put through. This, of course, irritated the teachers of the classes that came next since fatigue made it harder for the students to pay attention or answer a question properly, but again Snyder didn't do a thing. Up until a little before Halloween the other teachers had pretty much given up and, whenever they heard that Thompson was teaching gym, they crossed out whatever they had planned before penciling in a 'study class'.

"Think you'll be able to walk on your own soon?" she asked, not sounding bothered by having to support him as they plodded along.

"Give me another hour, maybe two, and walking shouldn't be a problem," he replied after taking a moment to mentally measure the mettle of his muscles. "Running or fighting? That'll take longer."

"Well, we've been in here a few hours already and nothing's come our way," she said, glancing to assure herself that Murphy wasn't taking that as his cue. "If we're lucky we'll be able to get out of these woods without having to swing a sword."

"Yeah? And you honestly think we'll get that kind of luck?" he asked rhetorically with a raised eyebrow. "You forget so quickly how we wound up in this mess?"

Granted, better minds than theirs had been manipulated by Kaleidoscope without knowing it so it was no surprise that the Scoobies and the others had likewise fallen victim to the man's games. He'd also managed to piece together enough to know that Gandalf had been the reason, or at least one reason, why Kaleidoscope had both changed them as well as sent them here. The bastard never did anything without a plan, even if it wasn't immediately apparent to the ones involved, and he got the impression that the group had been sent here to do something.

What that something was he didn't know but he had a feeling he'd find out if he waited long enough.

"Is there no end to this accursed place?!" Thorin bellowed in frustration at how long it was taking them to traverse Mirkwood.

"I think it's time we face facts, lads," Balin said with despondent defeat. "Even in following the path, we have become lost."

"We're not lost. We keep heading east," Thorin declared, refusing to accept that they would not reach their goal.

"But which way is east?" Oin asked with fear beginning to creep into his words. "We've lost the sun."

Before long the entire troupe of Dwarves began to bicker about everything from how to find the sun to how they were now completely lost with no way out. Looking to his fellow Eirei, he could see that they too were feeling the strain of traversing these woods with no apparent sign of progress. His own fatigue made it easier for the forest's illusions to enter his mind and as a result several times he thought he'd seen Archer EMIYA standing a few dozen yards away between the trees. Other times it was Emiya Kiritsugu wearing a kimono, looking at him before turning and walking away as though the man wished to be followed.

It was odd that the forest was drawing on the memories and attachments of Archer EMIYA rather than Xander Harris and it left him wondering just how much of the fictional character had been grafted onto him. He knew that, with the proven existence of Kaleidoscope, it was entirely possible, even likely, that there existed realities where every one of the heroic spirits the people of Sunnydale had dressed up as really existed. When added to the bastard's tendency to implant certain attributes from one reality's version into that of another it was likely that he really had become part EMIYA. Nevertheless, it'd make more sense if the forest projected illusions of Tony Harris or Jesse to lure him from the path.

One he'd follow out of rage while the other he would pursue out of guilt and longing.

"What? What's that?" Thorin asked suddenly, whirling one way then the other as if searching for something before tentatively settling. "We're being watched."

This was enough for him to double his efforts to examine the dark woods around them and almost enough to cause him to risk using Reinforcement to enhance his eyes. However he'd learned his lesson from before and knew that trying to use Archer EMIYA's advanced techniques at his current level would do more harm than good. The closest description was that using Reinforcement was like filling a balloon with air but being forced to 'feel' when its reached capacity rather than being able to see it. If one is not careful they'll pump so much prana into the desired body part it will 'pop', seriously injuring the person, but if they don't pump enough in then nothing happened. If he'd been given a few weeks where he could practice, he might've felt safe trying it now but since he hadn't he restrained himself.

"He's right," Cordy said, not even realizing that she'd somehow summoned Rider's chosen melee weapons out of nowhere. "Something's moving out there and it isn't just the trees."

"Is it just one or more than one?" Buffy asked, drawing her katana from its sheath.

"Definitely more than one," Cordy replied sounding a little wierded out by how sharp her sense of hearing was proving to be. "Incoming!"

He pushed off of Dawn and, despite his fatigue, tried once more to use the memories and skills of Archer EMIYA to project weapons into his hands. Though it proved taxing he was relieved when acceptable copies of Kanshō and Bakuya manifested in his hands, allowing him to grip them with strength before bringing them up into a proper guard position. All up and down the party weapons were drawn either from sheaths or straps but, in the case of the Sunnydale crew, the tools of death manifested with a coalescence of energy before taking on solid form. A neat trick and what one would expect of a Servant, but it made him wonder about how close their current forms were to those in the manga. Had their weapons merely been sheathed or strapped to them like normal he would not care but the fact that they could be made to appear and likely disappear with a thought, that stuff only made sense in comic books.

As his own ears picked up the sounds of many feet coming into contact with wood and shrubbery, he cursed Kaleidoscope one more time for dropping all this on them without any training.

Then there was no time for anything other than fighting when out of the darkness of the forest giant spiders appeared both through the branches as well as on the ground itself.

 _Of course it had to be something not humanoid!_ he thought even as he swung his twin blades at the closest spider.

If there was one major failing for heroic spirits, it was that they were more used to fighting foes that were human or humanoid rather than beast. Many of the same tells or habits that you'd find in humans or humanoids didn't exist with beasts since they acted more on instinct rather than conscious thought. Due to their primitive methods of fighting it was easy for most people to think them easily dispatched but the careless often found out to their grave misfortune that primitive didn't mean ineffective.

In the case of the giant spider's, he could see plenty of instinct there but he could also see an intelligence that went above what an animal should possess. He wouldn't quite rate it at the same level as any single member of their group but it was enough that killing one took a bit more than putting the pointy end of the blade into their body. Choosing to go for the legs first to reduce mobility before going for the lethal strike, he did the best he could to dispatch the giant spider's that came near him quickly. While they weren't too much of a threat individually, they were currently coming at the group in great numbers though it was hard to get an accurate count with the forest and the webs in the way.

For a time it almost looked like they were managing to hold their own, whether due to the presence of a real danger clearing the minds of the group enough to fight, or the unexpected skill with which the Sunnydale crew fought the spiders faced strong resistance. However soon the arachnids adopted a variation of his own tactic, whereby one of them would dart in to inject a target with poison before hopping clear of retaliation, resulting in their prey gradually getting weaker. He faired a little better since EMIYA's clothes offered good protection but good did not mean that he remained poison free. Whether it was from a slight scratch on his hands from their fangs or a one in a million piercing of the fabric of his clothes, poison seeped into his body, slowing his movements and clouding his mind. This only made it easier for the spiders to land subsequent bites, forcing him to fight from his knees since fatigue mixed with the poison made it impossible for him to stand.

"This isn't working!" he yelled out in one of the few moments when the spiders took a couple of steps back to reevaluate the situation. "Too many of us are getting poisoned! We need to scare them off NOW!"

"And how precisely do you propose we do that?" Thorin asked, sounding as injured as he was at the moment.

"It's time for all me and all my friends to bring our full strength to bear, trained or not!" he yelled, hoping that the others understood what he meant. "Unchain your Hōgu, your Noble Phantasms, and take your first step in making them your own! Send these spider's back to the abyss!"

"And if we wind up blowing ourselves to bits instead?" Cordy asked, naturally pointing out the worst case scenario for his suggestion.

"Death by giant spider or death by Noble Phantasm," he replied, looking at her even though he knew her visor would keep their eyes from meeting. "Your choice."

"Xander's right," Buffy said even as she slashed at the outreaching legs of one of the giant spiders closest to her. "We keep on fighting like this, we're dead. Time to take a risk."

"Then let us be quick about it," Giles said, sounding as though the pressure of battle and poison was getting to him. "Before we lose the strength needed for it."

Then, in response to his call, one after another the displaced citizens of Sunnydale brought forth their power, likely using what snippits of memory and skill they could find within their heads to do so.

Dawn was the first and the easiest for him to see.

Gripping her sword with both hands, he watched as parts of her hilt guard opened up and from them sprung a yellow torrent of energy, ascending a full thirty feet into the air before reaching its limit. With the light of the energy causing the spiders to pull back out of fright, he could only smile since the proper response would've been to attack before the younger sister of Buffy finished her preparations.

"Clarent Blood Arthur!" Dawn cried before bringing her sword down in a brutal swing.

Thought not quite as devastating as he'd been expecting given that it was modeled after a saber class Servant's attack, it was still devastating as it tore through spider, tree and shrub. By his measure it continued on for almost a hundred and fifty yards before dissipating and, once it vanished, the hilt guard components returned to their former position, leaving Dawn lightly sweating and panting.

Next came Joyce, never to fail to provide aid when her child needed it, and as she clasped the hilt of her sword in both hands, its blade changed from ordinary steel into a mass of golden energy. This light seemed to affect the spiders even more than Dawn's had as he saw them retreat more than six feet away. However this would not save them and, as the matron of the Summers family raised the sword over her head in preparation to strike, an odd phenomena began to appear. Motes of golden light began to rise up out of both dirt and plant around her, floating up until some unseen handed appeared to guide it towards then into the fabled blade of Camelot's king. With such a sight it was no wonder that all who saw it could only be in awe of it but doing so was a mistake for the attack to come required some time to charge before it could be released.

Then, with a single step forward, the flow of energy changed, becoming decidedly more violent and compressed, telling him that he would soon see a technique he'd only ever seen in drawn or digital format.

"Ex-calibur!" Joyce yelled out, as though to channel even the intensity of her words into her attack.

With a vertical chop of her sword, golden light flew from the Sword of Promised Victory and, where Dawn's attack had been more like a bullet in terms of focus, this was most definitely a wrecking ball. Of a large enough diameter that it could easily engulf two or so people within it the attack obliterated all in its path, be it living or not, managing to cross twice the distance that Dawn's had before petering out. However, as he looked over at the mother of both Buffy and Dawn, he could see that the news was not entirely good as the woman clad in blue and silver dropped to one knee. However, while her youngest might've been able to control the flow of her energy, the matriarch had not fared so well. Either she channeled too much energy into her attack, increasing her fatigue, or her lack of skill had required her to double the effort needed to control such a vast amount of energy.

If the patterned followed for the rest of the Sunnydale group then it'd leave them with five more living weights being wrapped around the necks of their company slowing them down.

Fortunately whatever courage the giant spider's might've had in their numbers was not enough to overcome the fear at being on the receiving end of two awe inspiring attacks. When added to the losses inflicted through simple melee strikes, it was a grand sight to see the spiders scuttling away as quickly as their legs could carry them. With only the dead or dying arachnids left to surround them, all took one final look about for trouble before sheathing their weapons or, in the case of the Sunnydalers, dispersing them into nothingness.

"What manner of magic was that?!" Dwalin asked his expression clearly stating that he'd never witnessed the like before.

"They are called Hogu, or Noble Phantasms," he replied, figuring it'd be best for him to explain. "They are special techniques unique to each bloodline back on our world and only taught to the successors of each clan leader. Too bad Kaleidoscope chose to drop us on you after our parents explained the particulars of each technique but before we'd had any real time to practice them. You can probably tell they still need work."

"What do you mean?" Bilbo asked, aghast at the very idea of what he'd seen getting any better.

"Control and efficiency," Giles replied, an ominous aura settling back into his body before disappearing entirely. "Each Noble Phantasm requires a significant amount of magic and that is no easy thing to control. Neither is it easy to use that energy efficiently. After all they would be flawed attacks if their wielder was left defenseless after just one use, would they not? What if they missed?"

"Then let us make haste and leave this forest as swiftly as we are able," Thorin said, looking up at the sky, now visible with a few trees no longer obstructing it. "The sun sets in that direction so… that way must be east. We go that way."

While normally he would've asked that they be allowed to rest a bit, given the poison in their systems, but he knew that the longer they remained in Mirkwood the greater the odds that the spiders might return in greater numbers.

Either that or some new threat would emerge that would not so easily be sent fleeing away after two strikes by Noble Phantasms.

Better that they be out of the forest and someplace safe than in these woods where danger might still be lurking close by.

 _ **Reaching the Edge of Mirkwood**_

 _ **One Hour Later**_

 _ **Joyce's POV**_

"Don't look now but we've got some rather angry looking people coming up behind us," Xander said from his position at the back of the group.

Looking over her shoulder she could see he spoke truth.

A group of blondes and brunettes, their genders impossible to perceive at the current distance, were quickly advancing on them and numbered fifteen in total by her reckoning. Granted, this would not normally be a problem had half their number not been weakened by spider venom and had they fully mastered their abilities, but neither was the case. A fight at this point wouldn't end well and besides that she didn't want to hurt people. Monsters like giant spiders were one thing but these newcomers were human, or at least humanoid, so that changed things.

She'd been forced to accept so much in such a short period of time but one thing she was sure of was that she didn't want either of her daughters to have to kill enemies that looked so human. Murder, even justified, changed a person, and while soldiers as well as police officers eventually got used to killing as a part of their jobs, she didn't want that for her children.

At least not yet.

There was too much she didn't know about this world for her to say whether it'd be possible to keep them from such actions completely and her instincts told her it would not be possible. From the looks of things, this world was much like some of the renaissance fairs she'd gone to, as well as some of the scenes depicted in the paintings that were from that era that hung in her gallery. Life, while not bereft of happiness and some measure of safety, was still hard during that period of history and that was for the people born into it. How much harder would it be for people who were used to modern technology and resources like the ten of them?

"Wood Elves!" Fili exclaimed after looking to see what Xander was referring to. "They are not going to be happy with us!"

"Why not?" Dawn asked, not looking as worried as the others.

"The entire forest is their realm," Balin replied even as he moved to quicken his pace. "However I imagine that as it grew sicker and infested with spiders they were forced to withdraw to where it was safer and more defensible."

"If they abandoned the place, why're they chasing us?" Dawn asked, still not seeing the reason for chasing them. "I know neither of the attacks reached very far."

"They have hope," she replied, discerning the truth in her mind. "Hope that one day the parts of the forest they had to abandon will be returned to them."

"And so us blowing parts of them up ruins that," Dawn said, finally understanding but no more happy as a result.

"Then there's the fact that you and mom put on one helluva lightshow," Buffy said from her position next to Angel. "Of course they'd want to see who caused it."

"We must hurry!" Thorin declared, picking up the pace even more. "By all accounts Wood Elves are quick to strike and slow to speak. We must leave their lands before they reach us!"

With that in mind the group of twenty-four did all they could to run as fast as they could despite the lingering weakness in some, ignoring the path beneath their feet while remaining true to the eastern direction. Around trees and through bushes they went, being mindful not to get snagged on any spider webs along the way in the hope that they would soon see the open air and an end to the forest itself. However, just as she spied a parting of the trees that might be an exit, a rain of arrows fell in their path, causing all to slow in order not to be perforated. The barrage ended soon enough but in that time their pursuers were able to close to a distance where blades would be a valid option.

Summoning Excalibur, a sword that was hers yet at the same time not, she wrapped it in Invisible Air to keep their potential foes from discerning anything about it. She seriously hoped that they wouldn't have to fight their way clear of the Elves because, while the odds were close enough for there to be a chance, the dwellers of the woods didn't deserve to die. They were just investigating a disturbance in their territory and that was perfectly understandable.

Hopefully reason could be employed to end things quietly.

With various feats of speed, agility and acrobatics the Elves surrounded the group of twenty-four, with all of them pointing arrows notched on bows at them ready to be let loose.

"Do not think we won't kill you all where you stand," the leader of the group said, looking down the shaft of his bow at the assembled twenty-four.

"Now why would you want to do that?" Xander asked, bringing the focus of the surrounding Elves down upon him. "We're just passing through this forest. If it's about the damage we did a little ways back, we had an encounter with some large spiders. There was no other way to repel them."

"All of the Woodland Realm is the territory of King Thranduil and he has declared that none shall enter or leave save with his consent," the leader replied, never letting the aim of his bow waver. "That you and your group have trespassed into our king's territory means that it is up to him now whether you shall be set free or face punishment."

Looking at Xander, she could see that he was looking about to evaluate the situation but not as a diplomat, rather as a soldier attempting to determine whether or not they stood a chance of fighting their way out of their present situation. In her opinion a fight would not end well for their group. Of the Sunnydale group of ten only three of them wore anything that could be considered armor while the rest wore clothing. Looking at Thorin and his group, their protection only consisted of leather armor with some metal bits attached at important locations. Given how fast and nimble the Elves were, even if they charged them head on it was likely that they would be able to get off a few arrows. If that happened, given how close together the combined group of twenty-four were, it was inevitable that someone on their side would get hurt, perhaps even seriously.

"This is your call, boss," Xander said, looking Thorin right in the eyes. "If you want to fight, I'll fight. Can't speak for the rest of my friends, though."

While she appreciated the fact that the young man wasn't speaking for them and letting each of them make their own decisions, she wasn't about to leave him to fight on his own. If Thorin chose to fight she would do her best to support Xander and the Dwarves hopefully by making herself a priority target. So long as she paid special attention to protecting her head, she should be able to keep from taking any serious hits. Dawn would likely follow her lead and do the best out of the lot of them since she had an actual helmet.

Still, there was no way that they were going to be getting through a battle with the Elves without taking more injuries and at least one of them dying.

"No. For now we will not resist," Thorin said before taking on a less hostile posture.

With that decision made she sent Excalibur away the same way she'd summoned it, taking on a likewise posture. She just hoped that they would at least be given the chance to plead their case and have it judged fairly. They were strangers to this world and were only travelling with Thorin's group out of necessity. Even then, though, what was so wrong about passing through a forest or destroying trees already sick to the point of changing color? It wasn't like they were planning on knocking down a bunch of trees and building a log cabin to live in. If they'd just been left alone their group would've been out of the forest in a few hours and likely never pass this way again.

She could only guess that whoever this King Thranduil was, the man had poor experiences in the past with travelers passing through his woodland realm, enough to make capturing any newcomers and possibly executing them an acceptable response to uninvited guests in his realm.

As she watched the Dwarves get picked clean of every weapon they had on them both obvious and concealed, she took some solace in the fact that she could not be disarmed. If the same could be said of the others from Sunnydale then the option of fighting their way to freedom would remain a possibility should the opportunity present itself and forced departure become necessary.

She hoped it wouldn't come to a fight, though, because a battle to leave an enemy stronghold would be harder to accomplish without fatalities than where they were right now.

She didn't want to hurt anyone but she didn't want to be executed or imprisoned either.

Hopefully the gods of this world would be kind enough to lend a helping hand.

 _ **The Royal Woodland Palace of King Thranduil**_

 _ **A Few Hours Later**_

 _ **Jenny Calendar's POV**_

 _I have a whole new respect for Heracles and the real Berserker of Black,_ she thought even as she sat in a jail cell across from Rupert.

While it'd been mere chance that they'd wound up together, she still took comfort in his presence.

How could she not when it felt like her brain had been made out of clay?

It wasn't like most of her brain power was being devoted to something else but rather that it wasn't there to begin with. She didn't think that it was as bad as it'd been for Heracles and Miss Frankenstein, though, because in private she'd been able to speak in complete sentences rather than growls and grunts or all broken up like a cave person. However whenever she attempted to think about her new powers and tap into what she'd learned as a techno-pagan back in Sunnydale, it was like trying to build a house of cards in her mind. She had to be very careful, very gentle, in where she placed each card if she didn't want it to fall over, and the higher the house got the more difficult it became to keep everything from falling apart. She would start out fine, laying out all the facts as she knew them, but when she tried to correlate and connect everything to see how it all worked in her mind it all just fell to pieces. Not at the same point, mind you; sometimes she got further while other times it crumbled earlier, but it was still frustrating to find herself hindered so much.

A scared whisper in the back of her mind worried, though, that her current mental level might not be permanent.

With a growl she crushed the idea and slammed her fist into the wall next to her.

"Calm yourself, Jenny," Rupert said, looking at the small cracks her blow had created in the wall. "While I am not enthusiastic about our present location, it could have been a great deal worse. From what I have been able to determine this world seems to operate on a feudal system, much like medieval Great Britain. Given how quick to anger these wood elves appear to be, it is a good sign that they did not simply execute us the moment they had the opportunity. If our luck holds and we are allowed to plead our case to King Thranduil, there is hope yet that we can walk out of here without further violence."

"Not if Thorin has anything to say about it," she said, clear but with a trace of feralness to it.

"Yes. I noticed that, too," he said with some apprehension. "Though we have been told nothing about it the Dwarf seems to hold a considerable grudge against Elves in general and the Wood Elves in particular. Still, even he must realize that, given our present circumstances, a measure of diplomacy is called for. Armor and arms have been stripped from us, well, those that could be, and we are all locked behind some rather well made metal doors. Even if one of us possessed a Noble Phantasm capable of opening those doors, we are at the heart of an Elven kingdom. The odds of us escaping without bloodshed or death are quite small."

"Not likely. He's too much like Buffy when she's mad," she said, remembering the look on Thorin's face when he'd been led away by guards to speak with King Thranduil.

"Right then," he said, coming to the logical conclusion. "Then our only option will be to convince King Thranduil that we are only loosely affiliated with Thorin and his group and humbly apologize for intruding into his lands. Properly worded with a balance of respect and contrition, it may be enough to allow our group to be freed."

"You would leave Thorin and the others here?" she asked, not liking the idea but not opposing it at the moment.

"As callous as it may sound, they are just acquaintances that we met only a short while ago and have remained with more due to a lack of options than any real friendship," he replied, showing that he too did not find the choice palatable. "If Thorin allows his grudge to dictate his actions then our only choices will be to remain imprisoned or to utilize whatever methods are available to us to devise our own means of escape."

"You can do whatever you want, G-Man," Xander said from his jail cell a level up and to the left. "I'm not leaving Thorin and his high and dry. If Thranduil doesn't do the right thing and let us off with a slap on the wrist, then we bust out of here."

Unlike most of their group, Xander had been given his own cell due to the fact that the rather large Dwarf Bombur took up too much room to squeeze in a cellmate.

"While I applaud your loyalty, Xander, I find I must question your solution of 'busting out of here'," Giles said, looking in the Archer's direction. "A group as large as ours will not go unnoticed should we succeed in escaping our cells and I doubt we will be able to fight our way free without serious consequences."

"So we split up when we get out," Xander said, not sounding deterred in the least. "Half go one way and the other half go another. We already know where we're going and that it's to the east of here, so we just agree to meet up there as soon as we can."

"Twelve still too many," she said, entering into the conversation. "Groups of three better. Harder to spot."

She hated the fact that she couldn't speak better but every time she tried to talk like she used to she felt a strain come into her mind.

"It might be better for sneaking about but lousy if one of them gets cornered, 'cause then it's all over," Xander said, pointing out a flaw in the idea. "Even if two of the three are from Sunnydale, we don't know the layout of the place or the locations of the guards. We'll probably wind up bumping into them by accident and that'll put the entire palace on alert. Better to keep the groups big enough to fight our way free when it comes to that."

"So basically you intend to make an enemy of the entire Woodland Realm?" Giles asked, clearly indicating that he thought this to be unwise. "I might not know how many Elves live here but I would wager their military strength is easily great enough to outnumber our group a hundred to one. If we manage to broker our release with diplomacy, even if it means leaving Thorin's group behind, we will leave in peace. If we can somehow escape without harming a single Elf, they may send a pursuit team after us but they will likely give up once we are a certain distance from the Woodland Realm. However if we injure or at the worst kill one of them, they will never stop hunting us. Do you truly wish us to live with that threat hanging over our heads?"

"I never said we'd be killing'em, or even hurting them all that much," Xander replied, sounding a little offended at the thought that he'd so readily take a life. "But if these people are having such a cow just 'cause we walked through their forest without permission then they don't strike me as being very reasonable. It's not like we were gonna chop down some trees, build a log cabin and move in. We were just passing through. What kinda king throws people in jail just for trespassing?"

"You will get a chance to find out for yourself," a woman's voice said from just out of the line of sight afforded by the cell she was in.

A moment later a female elf, one from the group that'd escorted them to this very prison area as a matter of fact, walked up to Xander's cell with the guard that possessed the keys. With braided red hair and green eyes she looked very much like the warrior maiden you'd see in major Hollywood productions. Indeed, most of the Elves she'd seen since they'd been captured seemed to possess all the usual traits that would cause labels like 'beautiful' or 'handsome' to be attached to them. While she was fairly certain that Buffy and Angel would have eyes only for each other without the dagger that was the soul curse hanging over their heads, she wondered if Willow, Cordelia or Dawn would notice.

It was then that she realized something that could be a blessing in disguise, assuming Fate didn't see fit to intervene.

She waited until the group of three marched out of the prison area before turning to look at Rupert and she could tell from the expression on his face that he'd realized the same thing.

"So how long do you figure it'll take?" she asked, managing to get it out despite the strain.

"For him to become besotted with her or to bugger it up and make matters worse?" Rupert asked, a bit of amusement in his voice.

"Both," she replied with a grin on her face.

"Three minutes for the first and ten for the second."

"Giving him the benefit of a doubt I see."

"While I confess that I do not know the person he received his inheritance from, I would wager they likely possessed more experience and sense than Xander has ever had," he said, never losing his smirk. "That must count for something."

"True," she said, her earlier discontent dispersed by the potential entertainment ahead.

Especially if two young ladies decided to view the elf woman as a threat to the plans they had for the young man due to speak with King Thranduil.

 _ **The Hallways Leading to the Throne Room**_

 _ **Xander's POV**_

 _Definitely very organic architecture style,_ he thought as he took in his surroundings as he followed the lady elf ahead of him. _That fits. Every fantasy game and movie I know of shows Elves being very 'at one with nature'. Hopefully the cliché that they're calm, rational and kind is also true in this world._

Not that he'd seen much to imply that thus far.

He'd meant what he'd said earlier about how the Wood Elves had reacted to the group's passing through their territory. Sure, there were numerous places throughout the world that didn't like people setting foot on a property without permission but they at least put a fence around those properties or posted signs saying 'No Trespassing: Trespassers Will be Shot' all along the edges. He'd seen nothing at the entrance Gandalf had directed them to. Would it really have been so hard to put up a sign with a warning in the top five most commonly used languages in this world written on it?

Either King Thranduil was relying on word of mouth to make it clear to the surrounding regions that trespassing in the Woodland Realm was a bad idea or the ruler wanted people to enter the forest uninvited so he could have an excuse to punish someone. He actually found himself hoping it was the former since that would imply simple oversight and could be easily corrected. If it was the latter, talking things out wasn't going work, or at least it wouldn't end fairly for both sides.

Finally entering into the throne room, it took him less than three seconds to find the throne as, somewhat predictably, it was at the highest point in the room, allowing whoever sat in it to literally look down on his guests. Not a good first start since neither he nor Archer EMIYA liked it when people looked down on them. Half a minute later he arrived at the center of an open area where guests most likely were expected to stand respectfully while his escort stepped off to the side. He noted with some interest that she was still close enough to attack him if he tried anything hostile towards her king.

Smart.

While he might look human, he was willing to bet that any supernatural race would be able to tell that there was something different about him. Letting someone like him within arm's reach of the most important person in the Woodland Realm without being ready to step in would've been idiotic.

"You are a curiosity to me, stranger," King Thranduil said in a manner that was both cold as well as superior. "You and your comrades are not of the race of Men, Elves, Dwarves or even of the foul realm of Mordor. Yet at the same time you possess power not seen outside of the Istari or those who bear one of the Rings of Power. What are you?"

So this was an information gathering meeting but not quite an interrogation. He could work with that.

"We are the Eirei," he replied, using the Japanese word for 'legendary souls'. "We're not from this world. We were sent here by a wizard known to Gandalf the Grey as Kaleidoscope, also known as Kischur Zelretch Schweinorg, as payment of a debt that the latter owed the former."

There. The truth but not providing any facts that'd prove dangerous to the Sunnydale crew in the wrong hands.

"What sort of debt?" King Thranduil asked, not revealing how much interest the provided tidbit induced in him.

"Gandalf did not say," he replied honestly, making a mental note to ask the old man the next time they met.

"And your association with the Thorin Oakenshield?" Thranduil asked, a slight deviation in tone implying importance.

"We met them the same time we met Gandalf," he replied, being careful with the facts he revealed. "Since we are new to this world and know little about it, joining Thorin's group was the logical move."

"So you are allied to them out of necessity rather than sharing a common goal," King Thranduil stated, sounding like he found this to be a positive revelation. "That is encouraging since it means that you are not of a similar mind, considering Thorin Oakenshield's true goal."

"And that'd be?" he asked, not having been told much by the leader of the Dwarves.

They'd been told that the Dwarves were travelling to someplace called Erebor to reclaim it, as the Dwarves that used to live there, but nothing more. The impression he'd gotten from Thorin was that the man didn't trust the Sunnydale crew enough to divulge the full details of his group's mission. Not unreasonable considering how little time had passed since they'd met.

"To know the full truth of the exiled king's mission one must know of his past," Thranduil replied, sounding much like a lecturing professor. "Almost two hundred years ago in the Dwarven kingdom of Erebor Thorin's grandfather, King Thror, ruled and reaped a plentiful bounty from the buried riches of the Lonely Mountain. It was during their near ceaseless plundering of the mountain's riches that they discovered the Arkenstone, a large luminescent crystal, which Thror took as sign that his right to rule was divine. Sadly this caused his lust for treasure and riches to grow steadily stronger until one day a little over one hundred and seventy years, as Men reckon them, calamity descended on Erebor."

 _Greed never does end well._ He imagined possible scenarios that could be defined as calamities in the privacy of his own mind.

"Smaug, a fire dragon from the north, had been attracted by the vast riches hoarded by King Thror in Erebor and so sought to take them as his own. Dragons of all sorts are drawn to treasure like a moth to a flame and the greater the quantity the more willing they are to slay any who stand in their way," Thranduil explained further his tale of the past. "Despite what no doubt was their best efforts the Dwarves of Erebor were no match for Smaug and in the confusion of battle King Thror lost the Arkenstone before being pulled out of the mountain by his grandson Thorin Oakenshield. Knowing that remaining inside the mountain or even close by meant certain death, the people of Erebor fled and since then have been living in the shadow of the Blue Mountains."

So Thorin had lost everything and had become little more than a refugee, making a home for his people in a place that sounded like it hadn't been previously claimed by anyone.

Starting over completely from scratch.

Harsh.

"Now Thorin and his kin have returned, seeking to reclaim what they have lost," Thranduil said, as though imparting the most important part of the story. "The Lonely Mountain and, most importantly, the Arkenstone."

"Why do you say 'most importantly'?" he asked, letting his curiosity show only as a single raised eyebrow.

"While you might think that reclaiming a lost homeland from a dragon to be the just and more important goal, do not be deceived," Thranduil replied, letting his disdain shine through. "Through the Arkenstone Thorin means to use its authority to both summon and unite the Dwarves of Middle Earth under his rule. With such power he would then turn the combined military might against Smaug, killing the dragon once and for all."

"And that's bad because…?" he asked, figuring that getting rid of a fire breathing dragon would be a good thing.

"Smaug was not precise when he arrived in this region a hundred and seventy years ago," Thranduil replied, only temporarily thrown by the question. "With his fiery breath he destroyed the human city of Dale and burned the forests before the Lonely Mountain to ash. In the time since the dragon settled into slumber deep within he has not been heard from nor done any harm whatsoever. However should Dwarves enter Erebor once more with the intent of stealing even a single piece of treasure from the dragon's horde, Smaug will awaken and wreak a terrible vengeance upon all he perceives as being a party to the thievery."

"You're afraid Smaug might decide to come here and light everything up," he said, now gaining a clearer picture of the situation.

"True, the Woodland Realm would not escape the dragon's wrath, but those settlements closer to the Lonely Mountain, such as Lake-town, would suffer the most," Thranduil said, sounding pleased that he was dealing with someone somewhat insightful. "They are a simple people ruled by a greedy master who only spares what coin is absolutely needed to keep his domain out of the water. Ever do the people there call out for food, jobs and greater prosperity only to be ignored by him. If they tried to force change he would send his soldiers out to suppress them. They would likely be among the first to feel the dragon's wrath after Smaug had slain Thorin Oakenshield and his band of Dwarves."

 _Trying to make me feel pity for the downtrodden and the helpless,_ he thought with a mental smirk in his mind. _Probably hopes to paint a picture so horrible that I'll abandon Thorin or even turn against him._

However, as much as he might hate that bastard Kaleidoscope, he had a feeling that they'd been dropped on top of Thorin's group for a reason. Given the goal of the group of Dwarves, he believed it was to help them retake Erebor and slay Smaug the fire dragon so that the exiled ones could return home. He also believed that there was a greater purpose to them coming than just liberating a mountain home. If Kaleidoscope had just asked for him and maybe two others to walk through the portal to Middle Earth, that probably would've been enough. Either Missus S or Dawn would've been a good choice, given that they'd have an advantage in dragon slaying, and just to make things perfect Buffy would be of help as well given that she could slay Smaug with one slash, if done rightly.

But since ten of them with a wide variety of abilities had been brought across the dimensional gap, he could only presume that something BIG was on the horizon. Big and something that required that the Dwarven kingdom of Erebor be reclaimed by its makers sooner rather than later. If he was right then the concerns of a single kingdom could not be given priority no matter how much King Thranduil might prefer it to be that way.

"Yeah. They have it bad and dragon fire would only make it worse," he said, having reached a decision in his mind. "Still, who's to say letting the dragon sleep would be better? You said it yourself that they live under a dictator. Maybe a fresh start is exactly what they need."

"You would have them burn?" Thranduil asked in shock at the words he'd just heard.

"No. The master of Lake-Town's power is the fact that he controls everything," he replied with a stone face. "The houses they live in, the water their boats float down and the resources they have to live off of. But if you break that control by say forcing them to abandon the town and go someplace else, his power over them vanishes right along with him since I doubt he'd stick around very long. It'll be hard, no doubt about it, but they can rebuild and hopefully choose someone to lead them that'll actually listen to them."

"A harsh crucible but I can see how they might benefit from it, eventually," Thranduil said, understanding the long view of things.

"One that might be less harsh if your people were to provide food and temporary shelters," he said, silently testing the Elven king. "Or maybe provide an escort to a town or city close by that might be willing to take them in."

"While I would feel for their plight, I must prioritize the needs of my own people above all else," King Thranduil said without hesitation, indicating that he didn't consider the matter even worth thinking about.

Test failed.

He had been hoping that despite what he'd seen up until entering the throne room that Thranduil was someone who could be trusted, or at the very least respected. However instead he found someone who cared only for his own people and his own kingdom and was willing to let everyone else perish so long as what was his remained unharmed. Deep inside he knew that there might be a very good reason why the Elf was like this but he still didn't approve of it.

"A poor choice," he said, deciding that it needed to be said.

"I would not expect one not of a noble house or of royalty to understand the responsibilities that I must live up to," Thranduil said with a slight chill of warning in his tone.

Obviously the guy wasn't used to people being so blunt with him or living for very long after they had.

Time to change that.

"A king's responsibility is to ensure the happiness, prosperity and protection of his people," he said, telling the Elf that he did know something. "However isolating yourselves from others undermines all three. Happiness cannot be had in a cage no matter how well furnished it might be. Prosperity cannot be had in a limited environment because sooner or later all the resources will be used up, leaving the people with nothing. As for protection, that is only possible so long as the Woodland Realm does not come under threat from something more than what your warriors can win against. You've already made clear that you're worried that your soldiers won't be enough to fend off Smaug. What happens when something more dangerous than Smaug comes to your kingdom? Without allies, without people willing to brave such danger on your behalf, your people will fall."

"If such a threat were to approach my realm then we would leave and travel to either the nearest Elven realm or to the Grey Havens before departing for Valinor!" Thranduil barked, his iciness no longer slight but plainly evident. "You would be wise to show the proper respect to those who stand above you, Eirei. Many are quick to anger and even quicker to take action against the ones to provoke it."

"Respect is earned, not given," he said, not backing down to the pointy eared king. "And so far I have seen nothing that would make me respect you, Thranduil."

"It would seem that some of the Naugrim's belligerence has rubbed off on you," Thranduil stated in a manner that made it clear that this discussion was over with. "Perhaps a century sitting in your cell will cure you of your irreverent tongue. Assuming you Eirei live that long. Return him to his cell!"

The she-elf who'd brought him to the throne room walked to him and with impressive strength took hold of him by the shoulder, forcing him to walk back the way they'd come. He did not resist since there was a chance that if Thranduil had continued speaking he might've been inspired to project a simple blade before throwing it at a spot just to the right of the Elf's head. The pointy eared being thought himself safe inside his kingdom, thought he could ignore all things outside his forest and remain safe, but that would be the folly of the man on the throne.

He genuinely hoped that those who lived in the Woodland Realm didn't wind up paying too high a price in the end.


End file.
